Wish I Were a Bystander
by Veozar
Summary: On Flick's 17th birthday, she learns that her missing mother had been kidnapped by a necromancer, who would come back for Flick in a year. Desperate, she meets Kyubey, who offers her a wish in exchange for a life of fighting witches. She accepts, and her wish puts her in Mitakihara City, separated from her family. With Walpurgisnacht on the horizon, she may not see them again.
1. Chapter 1

Chapter 1

Flick admitted to putting herself in more danger than she should. Not long ago, she had confronted her boss at the movie theater she worked at for selling drugs, in his office. Sure, her police officer friend Scott had been just outside, but she was still taking a risk. Her dad had made that clear in his _long _lecture after the fact.

Regardless, Flick had approached the situation with only a small amount of fear. She wanted to be a reporter, confronting the darkest sides of humanity. If she wanted to succeed, she would have to accept any danger that came with her career. Flick wasn't fearless, but most of the time, she could push her fear down to focus on the task in front of her.

Therefore, the terror flooding through her body was a foreign sensation, one which made her feel like her body was about to pop. She could barely think, the fear threatening to overwhelm all her senses. What was causing her such fear? A single man. Overweight, simple looking, almost like how one would expect a dentist to look. Yet he was clearly far more.

"You shouldn't worry so much," the man said. "After all, I am sworn not to hurt you."

If anything, his words only served to fuel Flick's fear further. She yanked her arm, trying to free it from its current state. She was pinned against the wall of her house. It was past midnight, officially her 17th birthday. After staying up for so long, she had looked outside and noticed the light on her porch was still on. She had gone to turn it off, only for a sudden pressure to trap both of her arms, leaving her in her current state. Much of her fear came from the fact that she couldn't even see what was holding her down. It was as though an invisible force had taken hold of her.

"Who are you?" she managed to get out despite her throat wanting to lock up. "What do you want with me."

He took a step forward, placing ash from a canteen along his path for some reason. "Now, Felicity," he said, and her name coming from his mouth was enough to make her skin crawl. "What would your mother say if she heard you crumpled from merely my presence?"

"What do you know about my mom?" Flick snapped. "She abandoned me years ago! I want nothing to do with her!" Even with all her swirling emotions, Flick could pinpoint the resentment she felt toward the woman who left her when she was only 7 years old. Her mom had been a police sheriff before one day taking off with a random man she had pulled over.

_Wait._

Flick's eyes widened. "You're the one who took her. It was you."

"Of course," he said. "How could I not, when she was isolated without her former powers? Why, they might as well have planted a six layer chocolate fudge cake in front of a dieting man. She was…" His eyes met Flick's. "Irresistible."

Disgust boiled in her stomach, but what stood out from what he had said was . . .

"Powers?"

He sighed. "I see the spell I put on you has yet to complete its task. Let me speed it along."

Suddenly, fire raced through Flick's body. She cried out, the sheer pain almost causing her to black out. After it faded, it took her a minute to recover her senses. When she did, she could finally see what was pinning her down.

Ghosts. Actual, real life ghosts were holding her arms to the wall.

While Flick was stunned into silence, the man kept talking. "It's amazing how they could leave your mother for me to snatch away and still call themselves the good guys. They almost let you into their school, you know? Unfortunately, it seems those in favor were outvoted. A shame, really. With power, you might have been able to provide me a brief moment of entertainment."

Flick could admit that she was entirely lost. Beyond the revelation that magic was apparently real, because what else could this be, one of these magical beings had apparently set his sights on her mom.

_His sights. Does that mean . . ._

"My mom," Flick spoke in a strained voice, "did she go with you willingly?"

"Of course," he said, and the whirlwind of emotions didn't have time to settle before he added, "once she learned my real target was you, she rushed to offer herself in your place. I had to restore her memories so she knew exactly who I was, and that was enough for her to offer promises, make binding oaths, all she could do in order to protect you. So, I accepted her proposal. The safety of her child in exchange for her servitude and obedience in all things."

She had to be dreaming. There was no way any of this made sense. Her mother was supposed to be a monster. Not a victim stolen by a _literal_ monster in exchange for Flick's safety! If what this man said was true, then . . .

_All the memories of Mom tainted by anger. All the times I spoke bitterly about her, or swore how much I hated her._

Oh, God. Flick had to be the worst daughter ever. She wished she could throw up, but the demon in front of her kept her paralyzed.

"No, no, no." Flick muttered. "Please, no."

"The funny thing is," the man continued, sounding amused by her reaction. "The way that particular agreement was phrased, you are protected as long as you remain a child. And that, Felicity, ends when you turn eighteen years old. At that point, you are no longer a child. You'll officially be an adult. So happy birthday, and enjoy this year." He raised the canteen in his hand as though toasting her. "When you turn eighteen, maybe you can join your mother. Wouldn't that be fun? Mother and daughter, united in service to me."

Flick screamed, a raw display of emotions that tore at her throat. Had she not been pinned down, she would have thrown herself at the man in front of her, for all the good it would do.

He stepped forward, not even bothering to place down ashes. Instead, ghosts appeared at his feet, collapsing into piles of ashes for him to walk on. Flick's breath caught in her throat when he got close enough to touch her. He smirked at this, placing a hand under her chin.

"As you are, you may not be able to fully comprehend the scope of what I'm saying, so allow me to introduce myself properly. I am Fossor. Your mother was what we call a Heretic, someone dedicated to fighting those like me, before her society tossed her away, taking her memories. I had encountered her and her rebellion before, but they could not kill me. Nor could the people they broke away from. I am not a simple necromancer who caught dear Joselyn, my Felicity. I have an entire planet of enemies which I command, and I will sacrifice as many of them as necessary to get what I want. I was cursed to kill my people with every step I take, and even that failed to keep me off this planet."

He began to walk away, toward the limo that had been waiting for him at the end of the street. "So if you plan to resist me when I come back for you in a year, you would be wise to have gained an incredible amount of power. Otherwise, it would only take me a few seconds to get you to submit, and that would be," he sighed, "disappointing."

Then he stepped into the back of the limo. A moment later, the car pulled away from the curb, driving down the street. When it reached the corner, the ghosts holding Flick captive abruptly disappeared, and she stumbled forward with a yelp.

With the danger gone and nothing to support her, Flick fell to her knees. For a while, she stayed there, eyes wide, hands planted against the ground. Her encounter with Fossor replayed itself in her head over and over, as though she were desperate to find an oddity, some proof that it hadn't happened. Her hands were stinging, and she belatedly realized how harshly she had been pushing them into the ground.

"Mom," she whispered. "Mommy. Please. I'm sorry. I didn't mean it. I miss you. I was hurt and I hated you but I love you. Please, mommy. Please, please, come back. You let him take you and I—I hated you and I shouldn't have and I'm so sorry. You saved me. Me. Mommy."

Flick threw up, the shame making her whole body quiver. Tears mixed with the vomit, falling to the ground in a stream. With every sob that came forth, she punched her fist into the ground. It was a shameful, pathetic display, and Flick had no clue how it long it went on before a voice in her head caught her attention.

"_Do you wish to change it?"_

Flick blinked the tears out of her eyes, looking around for the source of the boyish sounding voice. Her eyes landed on a creature that could have been mistaken for a white cat at first glance. Except its tail was far too big, its eyes were a piercing red, and below the normal looking cat ears, there was a long pair of eyes with golden rings on them. The bottom of the ears spread into three parts, with red ovals on them, the ears themselves fading into a pink color.

"W-what are you?" Flick choked out. It had to be a magical creature, one of the ones her mom had hunted. Except this one didn't look like a threat. If anything, Flick would have gushed over how cute it was under different circumstances.

"Kyubey," the creature said, the voice no longer in Flick's head. "We roam your planet, looking for young girls to make a contract with."

"Contract?" Flick asked. _Keep talking. Anything to keep my mind off of—_

"Felicity Chambers," Kyubey said. "If you could have any wish granted in exchange for a lifetime of fighting, would you accept?"

Her head was spinning. All which Fossor had told her was still registering, and now she was being approached about a hypothetical wish?

"I don't know," she said. "The most fighting I've done was when my friend and I scuffled with a bully on the floor in elementary school. Are you talking about fighting the monsters which . . . which apparently aren't just fairy tales.

"In a sense," Kyubey said. "There are plenty of beings like the necromancer you just encountered, those which call themselves Alters. But while plenty of them threaten your species, you managed to come together to counter them. I believe those of you with the power to sense and fight them are called Heretics. Even so, there's a threat that even they can't beat. They're known as Witches."

The image of an old woman cackling over a boiling cauldron came to Flick's mind, but she had a feeling that wasn't what Kyubey was referring to. So she asked him.

"Witches are born from humanity's curses," Kyubey said. "They create labyrinths to draw people in, then kill them one they're inside. Often, they'll plant Witches' Kisses on their victims, causing them to lose their will to live. The victims will kill themselves and others in that state, and until the witch is taken down, it will continue to spread its despair."

"That sounds awful," Flick whispered.

"Our task is to find young women with the potential to fight witches and make a contract with them. In exchange for a single wish, we turn them into Magical Girls. That wish creates a soul gem, which gives them the power to fight. Especially those who have as much potential as you do, Felicity Chambers."

Should she have been surprised she had potential? If her mom had fought magical beings in the past, it must have been possible for some of that to be passed down to her. Though from what Kyubey said, she had more potential than the average Magical Girl.

"How much potential do I have?" she asked.

"Honestly, you have the potential to become one of the most powerful Magical Girls I've seen." It was creepy how Kyubey seemed to have the same, chipper tone with every sentence. Especially since, though he had quickly stopped speaking in her mind, his mouth wasn't moving. "It would take some of the wickedest Witches out there to take you down. So, do you want to make a wish? Any miracle you desire, I can make it happen."

A lifetime of fighting, because she put her trust in a strange creature. The obvious answer seemed to be no. Had Kyubey asked yesterday, Flick would have said she was content with her life, and putting it on the line wasn't what she wanted. She would have been tempted, being able to uncover truths that she never would as a normal reporter. Even so, she would have declined in the end.

Not now.

"If I wished for my mother back," Flick's voice was barely audible even to herself, "would you be able to grant that?"

"With your potential, that would be easy," Kyubey said. He left it at that, as if he hadn't just dropped an emotional bomb on Flick.

_I miss you so much, Mom._

She managed to stand, her legs shaking. "Then I'll accept your contract," she said. "I'll become a Magical girl and fight Witches. And what I wish is that Fossor had never set his sights on my family to begin with."

Because if she wished for her mom back, Fossor would just come for Flick herself. He had made it clear that she was his primary target. She wanted her family to live happily together, like they had so long ago. The joy which had been ripped away from her, she wanted to hold tight to it for as long as she lived.

A sudden pain erupted in Flick's chest, causing her to gasp. Where the pain was strongest, her body glowed a bright bown, taking the shape of an orb. Flick reared back, grunting at how severe the pain had gotten. Had she not closed her eyes from the agony, she would have noticed that brown orb floating in front of her eyes, forming into something new.

"The contract has been made," Kyubey said, while Flick tried her hardest not pass out. "Your wish has prevailed over entropy. So, go now . . . unleash your new power!"

Flick started to fall to the ground, but before she landed, she opened her eyes. She saw the brown light in front of her, the same color as her eyes, and lifted her hands to grasp it. Somehow, her fall slowed, letting her land gently on her back. Once she landed, she pulled the light close.

Then, finally, she let herself fall unconscious.

* * *

_What an awful dream._ It was her first thought upon awakening. Her eyes fluttered open, and she expected to wake up in her room, her dad preparing breakfast downstairs so she could go down and talk to him about the strangest nightmare she had ever faced.

Except she wasn't in her room.

Flick jolted out of bed, her heart thumping. Looking around, she saw she was in an apartment. The bedroom she was in looked plain, though the posters, school supplies, figures, and all her other possessions were lined up in a way similar to her room at home.

Stepping outside the room showed a small hallway, with a bathroom directly across from her. To her right, the hallway opened up into one big room, which was divided into kitchen and living room by a counter. Again, the supplies in the kitchen were similar to the ones she had at home, and the photos on display in the living room were familiar to her.

Wait, no. Some weren't. There were ones of her on vacation, smiling with her father by her side, just like she remembered. But her mom was in the photos too. Looking just as beautiful as Flick remembered, with a radiant smile and the same dirty blonde hair as Flick.

There were pictures of Flick with her friend Miranda, of her graduating middle school, and of seemingly random parties. Her 13th birthday, Christmas last year, even them all sitting together on the couch in this new apartment, with Flick looking as old as she was currently.

Seeing what should have been, Flick teared up, a single sob escaping her. No, now wasn't the time to get distracted. She had to figure out what was going on.

To that end, she returned to her room, and grabbed her phone from the nightstand. Next to it, she noticed a silver ring with a brown gem placed in the center of it. Curious, she put it on her finger, feeling energy radiating from it.

_Is this my soul gem? _Honestly, it was beautiful. Flick wished she had the time to admire it.

Opening her phone, the first moment of shock came from realizing the text was in Japanese. The second was the realization that she understood it.

_It says I'm in Mitakihara City. But how did I get here?_

Curiosity growing, Flick opened her mail app. Seeing the latest message, her heart nearly stopped.

The message was from her mother.

Flick had never clicked on anything as fast as she had the message. It was from _her mom_. It was addressed _to her_. It wasn't getting to hear her voice, but Flick could communicate with her mom again! Eyes glued to the screen, she read the message.

_My Felicity. I can't believe it's been 10 years since that school in Japan reached out to you. If I'd known you would do so well in their middle school program that you would get into a large, fancy high school, then maybe I wouldn't have been so hesitant to let you go._

_Not really. I'll always miss you every second you aren't here. The trips to see you are the highlights of my life. Every summer you come home is filled with joy. You will always be my happiness, Felicity. If you go straight into the college program they're offering you, I'll be so proud, even while I'm missing you._

_Thanksgiving is closer than it feels. I'm sure your teachers will let you come visit us, just like last year. Let me know what they say, okay?_

_I love you, Felicity. See you soon._

Tears fell onto the screen, and more began to flood Flick's eyes. What a bittersweet feeling it was, reading that text. Her mom was alright. She hadn't been taken by some psychotic necromancer, and she hadn't abandoned her. Mom and Dad were together again. They were happy.

And Felicity wasn't a part of it.

_I should have realized. How many stories give the message that you should be careful what you wish for?_

Fossor had gone for Flick first. While the exact effects of her wish were unclear, it had made it so she wasn't in Fossor's sights in the first place. For some reason, it had done that by taking her somewhere Fossor couldn't find her. Japan. A scholarship program, or something along those lines, had picked her up as a child, and so she spent her school years in a nation far from home.

Flick got what she wanted. Her family was safe.

Even so, she felt farther from them than she ever had.


	2. Chapter 2

Chapter 2

She bounced back as well as she could.

It definitely wasn't easy. Her mom had called to check in on her that night, and it had taken all of Flick's willpower to act like everything was normal, rather than break down at the sound of her mother's voice. That alone made her tempted to avoid school. Maybe if she missed enough days, she would be kicked out of the program that had apparently gotten her into such a prestigious place. Then she could go home.

But how would she explain her reasons to her parents? Sure, she hadn't really earned this scholarship, but the email from her mom was more than enough proof of how proud they were. What sort of daughter would she be to disappoint them?

_The same sort of daughter who calls the mother that got kidnapped for her a bitch for 10 whole years._

Flick cringed, gripping her school desk. She had gone to it naturally, knowing it was her assigned seat. That sort of knowledge came to her without needing to think about it, as though she had really been living in Japan all this time. The culture, language, even her classmates, were all strangely familiar.

It was a blessing and a curse at the same time. Without it, she would have been completely lost in Mitakihara. Yet knowing the material from her teacher's first lecture, but not the last meal she had with both her parents, only furthered the gap between them.

She forced those thoughts out of her head. This was a sacrifice she could make. Her atonement for failing Mom.

_Still not sure how I feel about wearing a uniform, though._ Everyone in the school had to wear a white jacket, while the guys had to wear pants and the girls skirts. Those were black, with white lines running through them. Students could customize their uniforms, but those were the necessities.

The teacher was just finishing attendance, so Flick brought her attention back to the front of the room.

"Listen up, everyone," the teacher, a middle aged woman named Ms. Caligimi, said. "I know late transfers aren't common in this school, but we're making an exception for a new student. She was injured and in the hospital until recently, but accepted an invitation to enroll last summer. I expect you all to make her adjustment as easy as possible. Now, come on in, Ms. Sinclaire."

Some of the boys made appreciative noises as the girl entered, and Flick found herself nodding along before catching herself. Seriously, this girl was almost inhumanely gorgeous, with flawless skin, long pitch black hair, and, well, Flick at least had the decency not to stare at her chest.

"This is Avalon Sinclaire," Ms. Caligimi said. "She transferred from America under the same scholarship as Chambers." A few heads turned Flick's way before refocusing on Avalon. Or rather, Sinclaire. Yeah, knowing that cultural difference didn't make calling someone by their last name any less strange.

"Chambers," Ms. Caligimi said, making Flick look her way.

"Yes?"

"Do you mind showing Sinclaire around the school during lunch today? I'm sure having someone from the same country as her would help her feel more comfortable."

Flick caught Sinclaire rolling her eyes at that, though the girl didn't comment. Probably didn't think it was worth the trouble.

"Sure, that's fine," Flick said, using the topic as an excuse to examine Sinclaire more. There was a slight frown on her face, and as she looked over her classmates, it seemed more like she was studying them than trying to familiarize herself to their faces.

Oh, and whatever injury she had gotten must have healed in its entirety. Either that, or she was hiding it really well. Honestly, she looked healthier than any other student in the room.

"In that case, Ms. Sinclaire, you can take the empty seat next to Flick." That would put Sinclaire near the wall, right by the window. Flick had been wondering why no one was sitting there.

As Sinclaire passed, Flick held out her hand, getting the girl's attention. "Felicity Chambers," she said. "Nice to meet you."

Sinclaire didn't take the offered hand, but she nodded. "Likewise." With that, she got settled into her desk.

_A new classmate, also from America, _Flick thought. _Is it just a coincidence that she transferred in the first day I truly attended class, not counting everyone's altered memories?_

Maybe Flick was overthinking things. Though was she imagining it, or did Sinclaire's eyes glance in her direction every so often during the lecture?

* * *

The tour proved to be uneventful. It mostly consisted of Flick rambling about the various locations they passed. She couldn't help but feel amused at speaking as though she were an expert on the school's layout, when she was technically as new as Sinclaire herself. The other girl would occasionally nod to prove she was listening, but for the most part didn't speak. That was, until the end of the tour.

"And this walkway will lead us back to our classroom," Flick was saying as they began to walk through it. There were windows extending through the entire wall on both sides, letting them look out at the garden outside, or the parking lot. "It also has a pretty sweet view. Though not as amazing as some of the other sights in the area. I remember how it took me months to stop staring wherever I went when I transferred here."

_I should do that for real, _Flick thought. Sure, she could say the view from a nearby hill was beautiful with confidence, but she had yet to really see the sights. Maybe she could convince the girl with her to take a trip around the area.

She was working up the right way to ask when Sinclaire spoke.

"Chambers." Hearing her name caused Flick's head to snap up. Sinclaire had yet to address her directly, only making comments when she had to. "You've spent an entire year attending Mitakihara High, right?"

Flick nodded. "You know the test you had to take to transfer in? I had to take a similar one for the middle school. I performed well enough in my classes that they let me attend here too."

"You must like it here, to stay for so long. Or you have another reason to attend this school. Do your parents work in Mitakihara or something?"

The question caught Flick unaware, making her wince. "No, they're still in America," Flick said. "I'll be almost guaranteed a well off career if I stick with this program, and they reached out to me, so I couldn't exactly refuse, you know?"

_Literally._

"Are you saying you didn't want to come here?" Sinclaire asked. She hardly seemed curious, almost paying more attention to the flowers in the garden than Flick herself.

"I wouldn't say that. This place is far nicer than any of the schools I could have gone to back home, and the faculty is great." True statements, apparently. "I'm sure I—"

_Crap._ She had almost said she was sure she'd get used to it. Coming from someone already in the high school for a year, and Japan itself for much longer, that wouldn't make any sense.

"I'm sure I won't ever regret coming here," Flick said with a smile. She held it as the other girl looked her way.

"I hope not," Sinclaire said. She went silent, and Flick was about to comment when she pointed at the clock. "Lunch is almost over."

"Ah!" Flick starting walking again. "We better get back to class. Real quick, mind if I call you Avalon? You can call me Flick, if you want."

Avalon walked passed her. "Do what you want, Chambers."

That was the end of their conversation. Though Avalon hadn't said much, she seemed at least a little curious about Flick. Unless Flick was imagining things.

_I wouldn't mind having her as a friend. If I'll even have time for that with this Magical Girl business._

She would find out soon. Today would be her first hunt.

No doubt it wouldn't go at all like she was expecting.

* * *

Well, she certainly hadn't been expecting _this_.

"Back!" Flick shouted as she pointed her weapon, a red staff with a steel blade on one end and an extendable grappling hook on the other, at the creature approaching her. It looked like it was made of sweets, as a brown sphere with red polka dots, and insect looking legs. At the front of it, its face consisted of a white and blue eye, along with what looked to be its wings.

The sweets aesthetic extended throughout the entire area, with Flick standing on frosted flooring. In the background, there she could see giant, moving cakes.

Even so, the labyrinth was far from bright. The lighting was dim, and looking up at the ceiling felt like staring into a void. Flick wanted to get out of here as soon as possible.

And that was the thing. She hadn't even meant to go _in _here! Her soul gem had been guiding her to a source of magic, which she had suspected to be the entrance of a labyrinth. Then, as she had approached the hospital, she could feel the nearby magic flare. There had barely been time to react before she was thrust into a fight with these odd creatures.

At least she now knew how to fight, no doubt another benefit of her contract with Kyubey. As the first monster started running toward her, she had switched into her Magical Girl attire and swung her weapon at it.

Honestly, the clothes looked like they came straight out of an anime. A sleeveless, dark yellow dress ending in a black skirt, along with a dark brown jacket to cover her arms. The jacket had black cuffs and a black zipper, but Flick left it unzipped. She also had stockings the same color as her jacket, and even brown boots, long enough to reach her knees, with black tips. Her dirty blonde hair stayed in its ponytail during her transformation, but the clothes themselves felt entirely different from anything Flick had worn before.

She didn't let that distract her as the next . . . thing ran at her. Flick would dub them Chocolate Eye Monsters for now.

When the CEM got close enough, she ran the tip of her staff through it, causing it to vanish instantly. In the same motion, she spun, swatting away one that had tried to attack from her left. That would leave a CEM behind her, but it wasn't a problem. With the press of a button, Flick shot the grapple from her staff, which took out the CEM.

Yanking her staff forward let Flick swing the grapple from its rope, like one would a tether. It ran through two more CEMs before she called it back, spinning to avoid an enemy charging at her. In the brief moment its back faced her, she stabbed it with her staff.

There were still more to deal with, though. As two more CEMs approached Flick from the front, she jumped back, swinging her weapon in an arc. While she managed to catch one off guard, the other got away in time. What it couldn't get away from was the grapple, which Flick shot out as she continued to rotate her staff. The moment it was dead, she turned herself to thrust her staff at another of them.

For as many as she took out, there seemed to be two more. Flick hacked away at as many as she could, but when she saw what had to be at least a dozen approaching from different angles, she knew she had to take a different approach.

To that end, she shot her grapple up toward one of the nearby cakes, letting it dig itself into the surface. Just as the CEMs were about to reach her, she pushed the button to retract the coil, letting it lift her into the air and toward the cake. At the peak of her ascent, she flipped forward, yanking the grapple free and landing on top of the cake.

They began to climb, but with her new vantage point, the fight quickly became one sided. She was able to take them on in lesser numbers, striking each one down as it neared. Before long, the room was clear.

_Gotta find the Witch. It created the labyrinth, so killing it would destroy the whole place, right?_

Flick made her way further into the labyrinth, reaching a hallway that practically _screamed_, "boss ahead." It was, of course, made of sweets, with Flick stepping on floor that, though solid, looked like white cream. There were cake slices along the walls, and at the end of the hallway were two cupcakes, one on each side of a door. The door itself was likely made of chocolate. It even had a pink sign on it which read, "CHOCOLATE FLAVOR."

Flick was about to push open the door when she heard swift footsteps behind her. She spun around, eyes wide, to see two girls running her way. Without thinking, she connected to the magic in her soul gem, flaring it out.

One of the girls was clearly a Magical Girl. She wore a puffy white tunic and yellow skirt, along with dark stockings and boots. There was a feathered cap on her head, and she wore her bright, yellow hair in a complicated twisting pattern on both ends. Her eyes were the same color as her hair.

The girls next to her, with pink eyes and matching hair tied together by twin red bows, was wearing a middle school uniform. The yellow haired girl was dragging her down the hallway, both in a clear rush to get to the next room.

Even so, with Flick standing right beside the door, there should have been no way for them not to see her. Which was why Flick found herself blinking in shock and confusion when they ran by without speaking a word, acting as though she wasn't even there.

_Huh?_ Her soul gem, in its form of a brown gem on the elbow of her right sleeve, was glowing slightly, so she found herself focused on that. Because magic was the only explanation for what had just happened.

Did she make herself turn invisible? No, that couldn't be it, because she could still see herself. She couldn't have affected their sight either, since they found the door without any problems.

_I didn't want them to notice me, and they didn't. Is that it? Does my magic let me go unnoticed by others when I choose?_

She could hear combat coming from the other side of the door. Perhaps there was an easy way for her to test her magic. Taking a deep breath, she pushed the door open.

The room itself was the first thing she noticed. The entirety of the floor must have been a giant cake, with sweets and treats stacked all over it. Some were ridiculously tall, maybe as tall as trees.

Next, Flick noticed the Witch. A cute, pink thing, the same size as the CEMs. Its face was white, with blue eyes and yellow cheeks, while the body itself was a bright red. It wore a black scarf with red polka dots around its head, a crimson cape on its neck, and a jacket with two different shades of brown and sleeves too long for it on its body. It seemed more like a pet she could take home than a giant threat.

In fact, the third thing Flick noticed was that the yellow haired girl was completely destroying it. After shooting its prone form with a musket of all things, she summoned ribbons to raise it into the air. Cheering her on were the pink girl from before, alongside a girl with bright blue hair, also wearing a school uniform.

"Hey," Flick called out to them, making sure to use her magic. "Can you hear me?"

They didn't respond, their focus entirely on the fight. Chances were Flick's magic was to thank for that, but she had to admit that she would have had trouble not hyperfocusing on the fight herself. Especially when the yellow haired girl pulled a _cannon _out of nowhere and fired a red ribbon at the witch, shouting, the name of her move.

"TRIO. FINALE!"

The ribbon tore a hole through the Witch's chest, wrapping itself around the body to squeeze any remaining life out of it.

Except it wasn't dead.

The head popped open, revealing a massive, clown-like face with a freaky grin. As the Witch extended itself further, its neck grew in length, the same color scheme as the scarf it had previously worn. Just the face had to be at least three times Flick's height, and that was her guess from a distance. Seeing its hypnotizing eyes, pointy nose, and huge mouth, Flick couldn't help but freeze up.

_This_ was what she was expected to fight?

Flick wasn't the only one frozen. The other Magical Girl stood stiff, staring at the creature as it approached her. Within moments, the Witch was in her face, opening its mouth wide enough to devour her. Shocked as she was, there was no chance for the girl to move out of the way in time.

_She's going to die._

Flick moved.


	3. Chapter 3

Chapter 3

There was no time. Flick was too far away. No matter how fast she ran, there was no way she would reach the girl in time. Already, the monster was beginning to clamp its jaws shut, the girl's head inside. Flick _wasn't going to make it_.

Desperate, Flick spun her staff around, firing the grapple to the right of the girl. With a yank, she wrapped it around her. A burst of speed came to her, letting her pull it back just as the Witch's teeth grazed her head.

By some miracle, the girl slipped out just before she would have been killed. Her eyes were wide, and she was still frozen. Chances were she was in shock.

"Whoa!" the blue haired girl yelled out, standing over her cover. "Who are you?"

"No time!" Flick snapped. "Get her to safety!" Thankfully, both girls listened, running to pick up their Magical Girl companion. It was then that Flick noticed Kyubey with them. A dozen questions ran through Flick's head, but now wasn't the time for them. While the school girls brought the pale Magical Girl to cover, Flick turned her attention to the Witch. It had its eyebrow raised at her, and it looked ready to charge down and devour her.

Flick leaped back, avoiding the first descent. The Witch wasn't one to give up, diving down for a second attempt. This time, Flick ran forward, getting in front of the head. With its body close, she swung her staff, cutting into the skin.

From that moment on, it was clear the Witch didn't see Flick as mere food. It was pissed, and it wanted her dead by any means necessary. Seeing the change in its facial expression, Flick realized just how large it was up close.

Using her grapple, Flick ascended to one of the higher platforms, which looked like a flat lollipop. Before she could even land, the Witch was knocking it down. What should have been a firm landing instead became a wild stumble, with Flick falling off the platform. Only a last second use of her grapple on another one let her avoid falling right into the Witch's mouth.

Her footing was finally firm, but the Witch was still trying its hardest to end her. Once again, it attempted to eat her from above. This time, when Flick jumped back, she shot the grapple onto the top of its head, letting her jump on the Witch itself. It was quick to read its entire body back, causing Flick to fall down at an almost 90 degree angle. As she began to fall, Flick stabbed her weapon into the Witch's hide. She continued to fall, but by keeping a firm grip on her staff, she cut a massive wound into her enemy.

That was, until it practically flipped itself upside down, making Flick's staff come loose. With that, Flick was free falling, and she could feel the Witch moving below her.

With a noise of triumph, the Witch opened its mouth from below. Flick gasped as she realized she had no control over her descent. She was going to fall in!

A pair of arms wrapped itself around Flick. The person who caught her swung through the air, one hand grasped on a ribbon which she used to move. As they hovered right over one of the platforms, she let go of it, setting Flick down and standing next to her.

It was the yellow haired girl. Her skin was clammy, and her eyes were still shaking, but she pulled out a musket and fired it at the Witch, stalling it for a moment.

"T-thanks for the rescue," the girl said, unable to hide how her voice shook. "I owe you."

"Make it up to me by helping me finish this thing off," Flick said. Before she could get another word in, the Witch started their way once more, and Flick's new companion put an arm around her. They went from platform to platform as Flick continued to speak. "If I distract it, can you hit it with that cannon again?"

"Sure thing," she said, hopping onto another platform. "Tell me when you're ready."

They made one more jump, before Flick shouted, "Now!"

She was dropped, and she ignored the nearby platforms to instead land on the ground itself. Spinning around, she faced the Witch, who was currently torn between which prey to chase.

"Hey, snake guy!" Flick called out. "Over here!"

It turned her way, then licked its lips. Flick started running and jumping, avoiding the creature each time it tried to consume her.

"TRIO. FINALE!"

Another ribbon struck the witch. This time, however, it didn't even make a dent in the thing. Flick could hear gunshots as the other girl changed up her strategy, but they proved to be equally ineffective. They were hurting the Witch, sure, but it was the equivalent to a paper cut. To kill it that way, they would have to endure for at least many more minutes. Flick knew she didn't have that much stamina.

Ascending to the platform the other girl was on with her grapple, Flick asked, "Any other plans?"

"I . . ." The girl swallowed. "I don't know." This time, it was Flick who swung with her grapple, carrying the girl to the nearest platform. They were starting to run out of those.

"I don't suppose there are any other Magical Girls nearby who can get us out of this mess," Flick grunted.

The girl frowned. "There's one." She bit her lip. "I tied her up at the entrance."

Flick nearly messed up her next landing when she gave the girl an incredulous look. "There's someone else capable of fighting this thing, and you _tied her up_?"

The girl looked away. "She's can't be trusted. She tried to stop Madoka and Sayaka from contracting."

Those had to be the other two girls. Flick could think of a few reasons why someone would prevent others from contracting. After all, Flick's wish had brought her to a foreign nation. If someone else had a negative side effect to her wish, she might try to keep others from making the same mistake.

Or maybe it wasn't that simple. Maybe this other girl wanted to be the only Magical Girl in the region. Did Magical Girls get territorial?

Either way, Flick had to stop herself from yelling at the other girl for making such a _stupid _decision. One that had nearly cost her life. Getting angry wouldn't help.

"Was she even hostile, or did you just want to keep her out of your way?"

Okay, maybe she couldn't keep _all _of her sass down. She had nearly died multiple past times in the last few minutes. She deserved some slack.

Though the girl wasn't directly facing her, Flick could still make out her wince. "I warned her not to come near us."

"Why?" Flick couldn't help but ask. "Shouldn't Magical Girls work together?"

Wide, glittering eyes met Flick's own. Multiple thoughts seemed to run through the blonde girl's mind before she spoke. "I released her."

"Good, because we're out of platforms," Flick said. "Going down!"

They each landed with a roll, spinning around to fire attacks at the Witch. An entire arsenal of muskets surrounded the other girl. Similarly, Flick made multiple versions of her staff, and began to chuck them at the Witch. One struck its eye, actually causing it to rear back. Changing its strategy, the Witch moved higher up, likely planning to drop onto the girls below.

It never got the chance. An explosion struck its face, forcing it away. Frowning, the Witch looked around until it spotted the source.

A black haired girl stood between them and the Witch. Her Magical Girl attire consisted of various shades of purple in her dress, leggings, boots, and a bow on her chest. There were also coattails on her dress. What wasn't purple of her dress was white, including part of the jacket and the bottom of her skirt.

She faced the Witch, long hair settling behind her. It was similar to Avalon's, if not as smooth.

_Thank God, _Flick thought. _Surely three of us can take it on?_

In one fluid motion, the Witch dove into the girl, swallowing her up. Flick cried out at the sight, her heart almost stopping.

Then, the Witch's mouth exploded, making it slump over. Before it could recover from that, another explosion took place inside its body. Two more followed in the same area. The Witch rose up as parts of its body were blown off, trying as hard as possible to get away from the explosions. Its efforts were in vain, for the explosions kept following it, getting closer and closer to its head.

Meanwhile, the girl floated down, landing on a chair that had been part of a dining set. The Witch gave her one last glare, before the largest explosion took place in its mouth. The impact was strong enough that Flick covered her face, her ears ringing.

When she moved her arm away, the Witch was nowhere to be seen. In fact, the labyrinth itself was dissolving, fading back into the concrete path near the hospital. The sun was setting, casting a glow that Flick soaked in after so long in the dark.

Near Kyubey was a black gem encased by silver material, with a spike at the end of it. None of the girls made a move for it. All of them were staring at the black haired girl.

Flick faced the girl herself, noting that she had violet eyes. Those eyes were focused on Flick, a glimmer of surprise in them. She glanced at the yellow haired girl, then at Flick again.

"Who . . . ?" The girl shook her head, and when she faced Flick again, her face was passive. "What happened here?"

"Right, I should introduce myself," Flick said, stepping forward. "Felicity Chambers, though feel free to call me Flick. I'm sort of new to the whole Magical Girl thing, having just made my contract yesterday."

Reminded of her contract, Flick looked toward Kyubey. He had the same smile as before, looking back at her with unblinking red eyes. Flick shuddered.

"Hold on a sec." It was the blue haired girl speaking. "When did Kyubey have time to make a contract with some other girl? Wasn't he with you all day, Mami." Oh, so the yellow haired girl was named Mami. "And why are you here, transfer student?" The venom in her voice had Flick blinking.

"I came to slay that Witch," the 'transfer student' said. "It seems I made the right call, even if my assistance wasn't welcome." She punctuated her words with a pointed glance at Mami.

"I . . . made a mistake," Mami admitted. "I apologize for that. Even so, I will not tolerate your attempts to stop Madoka and Sayaka from contracting. It's their decision to make, not yours."

Rather than respond to the accusations, the girl bent down and picked up the black gem. She stood, then tossed it to Flick of all people.

"What is this?" Flick asked.

"Use that grief seed on your soul gem to cleanse it," she explained. "Both of you used more magic than I, so you can have it."

True to her words, when Flick tapped the grief seed against her soul gem, it absorbed the black spots that had begun tainting the brown. Flick took a moment to examine the grief seed itself.

"Thank you," Flick said. "You really saved us back there. Right?" She turned toward Mami.

"I suppose," Mami conceded. "You could fight alongside us, if you stopped attacking Kyubey."

Hearing that, the girl turned away. "I'm afraid that's not possible," she said, taking her first steps to leave.

"Wait!" Flick blurted, running forward a few steps. The girl froze.

"What's your name?" Flick asked.

"Homura Akemi."

"Akemi," Flick said. "Did your wish backfire on you too? Is that why you don't want them to make a contract?"

The silence stretched on for multiple seconds, to the point where Flick thought she wouldn't get an answer.

"Something like that," Akemi finally said. Then, she left, with no one attempting to stop her.

"God, I can't stand her!" the blue haired girl exclaimed once she was gone. "Seriously, does she think her mysterious vibe is cool or something? She freaks me out!"

"Um," the pink haired girl started, addressing Flick. "Thank you for saving Mami!" She bowed. "I-I don't know what I would do without her, so I'm really grateful!"

Flick waved her off. "No need for that. I couldn't let someone die without trying my hardest to save them."

"Even so, I'm in your debt," Mami said. She had also returned to wearing the school uniform. "Kyubey, did you really contract with her yesterday?"

"_That's right,_" Kyubey spoke in their minds. "_The nature of her wish was special, so it makes sense that you wouldn't realize until now._"

"Is that so?" Mami asked.

Flick nodded. "We can talk about it at my place, if you'd like. If we're going to be hunting Witches in the same city, we should get to know each other."

Mami smiled at her. "That would be wonderful. Though let's head to my apartment instead.

"That way, I can treat you to tea as thanks."


	4. Chapter 4

Chapter 4

Mami's apartment was honestly impressive. She had a bookcase, a table set on a rug, a few pillows for the floor, and a large window looking outside. All of that was just in the main room. At the moment, she had set up a smaller table for everyone, laying out the pillows for them to sit on. True to her word, she had also made tea for everyone, which, holy crap. Flick wasn't obsessed with tea or anything, but she could tell Mami's was above the average. She wouldn't have minded having some every morning to start her day.

During the walk, Flick had learned the names of the pink and blue haired girls, Madoka Kaname and Sayaka Miki respectively. Apparently, they had stumbled into a labyrinth on accident the other day, and Mami had saved them. Now, they were considering becoming Magical Girls themselves, though they had yet to decide on a wish. Already, they were on first name terms with Mami, and they were kind enough to extend that to Flick.

At the moment, Mami was taking the time to fully explain the Witch system to Flick.

"Those smaller creatures you fought are called Familiars," Mami said. "Though our main targets are the Witches, Familiars can be dangerous if left unattended. They break free from the Witch that birthed them, torturing souls the same way Witches do, until they become Witches themselves.

"Once we clear a path through the Familiars, we reach the Witch. Destroying the Witch produces a grief seed, as you saw earlier. It is vital that we use it to restore our soul gems, as our magic won't work otherwise. Speaking of which."

She pulled out her own soul gem and tapped the grief seed to it. Just like when Flick had done so, the black spots on her soul gem faded away, making it look brand new.

"Once a grief seed has become too tainted, it risks hatching another Witch. Luckily, we have Kyubey to deal with that." Mami tossed the object to Kyubey, who opened part of his back to absorb it. What did it say about the past few days of Flick's life that she didn't even feel the need to comment on that?

"Now then," Mami said. "Do you mind answering a few questions?"

"Yeah," Sayaka added. "How did Kyubey approach you yesterday if he was with Mami all day? Actually, where are you even from? You didn't seem all that familiar with Mitakihara."

Flick glanced down. "I'm not. Actually, this is my first full day in Japan. I've lived my whole life in America."

At that, all three girls' eyes widened.

"America?" Madoka asked. "What's it like? How different is it from Japan?"

"Very," Flick admitted. "Some things are similar, but it's a whole new culture. It's honestly surprising how many small adjustments I have to make to my behavior."

"Wait," Sayaka said with a frown. "You know all that stuff already? Did you study our language and culture before moving here or something?"

Flick shook her head, briefly closing her eyes. "Actually, all that knowledge came as part of my wish. I—" She blanched.

"Flick?" Mami asked.

"I . . . I should probably tell you about my wish," Flick said in a near whisper. "That might make this easier to understand."

Steeling herself, Flick began her explanation. She started with her mother's disappearance 10 years ago, and how Flick had hated her for running off with some man she pulled over. Then, she moved onto her 17th birthday. Leaving out the fact that Fossor was a necromancer, because that was a can of worms she did _not _feel like opening at that moment, she explained how he had cornered her, taunted her with how he had abducted her mom, then left with the promise to come back for her in a year.

All three girls visibly reacted to her words. Mami had a hand clutched to her stomach, looking like she was about to be sick. Sayaka was shaking, clenching her fists so tightly that her fingernails had to be digging into skin. Madoka, meanwhile, was on the verge of tears, the occasional soft gasp escaping her.

As for Flick herself, she was failing to keep her own tears back. Her voice shook more as she went on, and she had to pause midway through her explanation.

Finally, she reached the moment of her contract with Kyubey. She explained how he had offered her a way to save her mom, and how she had taken it in a desperate attempt to make up for being such a horrible daughter, one which her wonderful, self-sacrificing mom didn't deserve.

"That's not true!" Madoka blurted, fixing her with a look that could have been seen as a glare if it hadn't been filled with compassion and concern. The sheer determination in that look was unlike anything Flick had seen from the otherwise timid girl.

"You couldn't know the truth," Madoka said. "No one should lose a parent so young! Especially not like that. You were tricked by that Fossor guy. You're can't be blamed for that!"

Flick's ponytail slammed into the side of her face due to how violently she was shaking her head. "But it's my fault! She gave herself up for me. I hated her. Hated my mom. Hated her while she was suffering for me. She loved me and I hated her. Hate her. Hate myself."

Feeling the tears start to fall from her eyes, she wiped them away. She held her breath, not trusting herself to avoid letting out a sob if she didn't.

A hand on her arm made her jump. It was Mami, looking up at her with a soft smile.

"I know how hard it is to hold those feelings in," Mami said. "Don't feel like you have to because you're the oldest, or that it would hurt us to see you that way. Crying alone . . . sometimes hurts more than not crying at all."

Flick wanted to object. She opened her mouth to do so.

And instead, a sob came out. With it unleashed the feelings that had been building for the past day. All that she had been shoving aside rose up at once, threatening to drown her.

Madoka and Sayaka moved their seats to be closer to Flick. All three girls kept close proximity with her, and with that, it finally all released.

It wasn't a pretty affair, nor a quiet one. Flick wouldn't have blamed the girls for pulling away. But they never did. While Flick let herself fall apart, they stayed with her through the entire ordeal.

For years, Flick had never moved on from being the little, lonely girl who had a tough time making friends with the fear of them leaving her hanging over her head. Behind the front she put up, she knew how miserable the loneliness made her. How it threatened to swallow her heart whole.

In that moment, surrounded by three girls younger than her, yet filled with more compassion than Flick had ever seen, she felt a little less lonely.

* * *

Mami waited until Flick was out of sight before turning to face Madoka and Sayaka. She had told the older girl to rest briefly in her room upstairs. Flick had tried to object, but Mami had made it clear she wouldn't budge. Eventually, the older girl had relented, and now it was just the three of them in the room.

"That's . . ." Sayaka took a deep breath. "Wow. I knew Magical Girls don't have the easiest lives, but, wow."

"It's never easy or fun," Mami said. "Our lives are filled with tragedy. Flick wouldn't be the first girl I've seen suffer because of a wish she made out of desperation." Her thoughts drifted to a tough, redheaded girl, and she felt a pang in her chest.

"Kyubey," Madoka said. "Do most wishes turn out this way?"

"The result of the wish varies with each person," Kyubey said. "As long as your wish is within the realm of possibilities, it will come true. The results cannot be predicted beforehand. Even I don't know how a wish will end."

Sayaka looked outside, clearly lost in thought.

"A wish should be something you truly desire, if you're going to make a contract," Mami said. "That means being prepared for the consequences of your wish." She looked toward Madoka. "Did you come up with a wish during that last battle?"

"N-no," Madoka said. "I don't know what I want. I don't want to blow something so huge on a cake, though."

Mami couldn't help a slight grin from coming through. "No worries. That was simply a suggestion. If this is the life you've accepted, then try to find a wish you can be proud of. If you can look back on that wish without any regrets, then at least part of you will be at peace."

"I honestly don't know what I want," Madoka admitted, looking at her feet. "I always thought I wouldn't amount to anything, and this opportunity seemed like a dream come true. But you nearly died in that labyrinth! I could have lost you, and then I wouldn't know what to do! How can someone like me be strong enough to face that every day? What could I possibly need, compared to so many other people? I don't have any desire I would trade my life for. And I don't have a wish that could measure up to Flick's. It's like Homura said. I shouldn't change when I have family and friends who care about me."

A pit settled in Mami's gut. She recalled the feelings that had filled her when Madoka revealed her desire to be like Mami. After so much loss, a girl like Madoka almost seemed too good to be true.

Did she convince Madoka to fight with her, so she could hold onto those feelings as long as possible? No, she couldn't do that. If she did, she would be no better than Akemi had, trying to make Madoka's decision for her.

Although, Mami recalled Flick's question to Akemi. From the way she had responded, the mysterious girl had her own regrets. Ones she perhaps didn't want others to experience.

_I need to talk with her again. We can't have a repeat of what happened earlier._

That, Mami definitely regretted. Despite trying her best to support Madoka and Sayaka through all they were going through, she had been harsh to a fellow Magical Girl. Even if the decision hadn't nearly cost Mami her life, it would have been the wrong one to make at that moment.

_Have I given up on working with another veteran Magical Girl? Is my trust in them fading?_

"I still can't believe how much power Flick's wish had," Sayaka said. She had turned away from the window to rejoin the conversation. "Seriously, how much how her life was rewritten by her wish?"

"Her mom is safe at least, right?" Madoka asked. "Flick said they'll get to see each other again this Thanksgiving."

"She's certainly fortunate in that regard," Mami said. "Though that doesn't make her pain sting any less. All we can do is stay alongside her. I'm sure she would be willing to hunt Witches with us."

Madoka was able to smile at that. "I hope she agrees to join us. It would be great if you two fought together."

"Definitely," Sayaka said. "I already feel safe with you around, Mami, but if Flick joined up too, there's no threat the two of you wouldn't be able to handle!" She punctuated her statement by hitting her palm with her fist.

Mami giggled. "Let's not go overboard." The conversation went into lighter topics for the rest of the evening, and after the rush of emotions that she had gone through in the labyrinth, Mami found herself finally able to relax.

_That's right. No matter what Madoka and Sayaka choose, I won't be alone. There's hope._

Mami would grasp it as tightly as she could.


	5. Chapter 5

Chapter 5

The day after saving Mami, Flick was back to listening to lectures and taking quizzes in school. How did Mami get used to returning to her relatively mundane life after protecting people from Witches? The contrast didn't seem to fit, and as her classes went on, Flick found herself feeling more and more out of place. It got to the point that, during lunch, she decided to make her way up to the roof instead of the cafeteria. She was pretty sure there was a bench up there, so it would be a place where she could eat and reflect in peace.

Or not, apparently, because when Flick got up to the roof, she saw someone was already using the bench. Wait, Flick recognized her.

"Avalon?" she called out, prompting the girl to look up. Her eyes narrowed for a moment, before reverting to a normal stare.

"Chambers," she said.

"Sorry. I didn't know you were up here. I could leave if you want?"

Avalon examined her for a moment before shaking her head. "It's fine. You can sit here."

Flick smiled, settling down next to the dark haired girl. She pulled out her lunch, a simple sandwich she had made for herself, and began eating. A glance next to her showed that Avalon had far higher standards for her meal. Some carrots, turkey, a banana, a protein bar, and a glass of orange juice. How was it that Flick was the one fighting evil beings in her spare time, yet Avalon had the meal made for that sort of lifestyle?

_I should ask Mami for some eating tips. She seems like the sort of person to have that stuff figured out._

Once she was about half way through her sandwich, Flick spoke up. "Hey, Avalon?" The girl turned to face her. "Why did you decide to come to Japan?" Seeing the look the other girl gave her, Flick waved her hands frantically. "Not that you have to tell me! I was just curious, is all."

A minute of silence passed, during which Avalon took a few bites out of her protein bar. Flick had just about given up on reconciling the conversation when Avalon finally responded.

"My mom suggested I attend. She made it clear it was my choice, but there's something I can help her with by coming here. After all she's done for me, I want to repay her."

Flick had a feeling there was much more going on between Avalon and her mom than she was letting on, but she had left the details vague for a reason. With Flick's own family matters, she would be the last person to pry for more information than Avalon was willing to give.

Still, there was one question Flick felt safe asking. "Does your mom have business in Japan?" She could see Avalon as an intermediary of sorts. Maybe her mom had an international business that Avalon would have a career in once she graduated, and the scholarship gave her an opportunity to help out at the company early.

"Something like that," Avalon said. "Her job takes her to many different places. She delegates as much as possible to the people working for her, but there are some tasks she prefers to handle herself."

"Sounds intense." Flick took a sip of her water. "My parents wanted to settle down in Nowhere, Wyoming, so I can't even imagine moving around all the time"

Anger briefly boiled in her stomach, accompanying the thought that her mom had wanted a stable life only to abandon them. Remembering the truth was enough to knock the breath out of her.

"Chambers," Avalon said. "You okay?"

Flick nodded, giving herself a moment to regain her voice. "Yeah, I'm fine.

"Just feeling a little homesick."

* * *

The labyrinth was so unlike the previous one Flick had been in, yet so similar at the same time. It had been placed on a bridge, though once she had entered, the environment turned into a hilly landscape. However, there was no grass or dirt below her. Instead. the ground was made up of gray artwalk. The art itself was distorted, depicting twisted body parts and crude patterns. Meanwhile, the sky above was bright red, with white swirls that looked like the work of a painter, using the sky as her canvas.

Flick would take it over the sweets labyrinth any day. Not only was it far less dark, it was also less of a maze. In fact, the Witch itself was right in front of her, taking the form of a massive, sculpted archway. Familiars poured out of it in the form of humanoid beings, which looked like drawings and were flashing between different patterns.

Oh, and the Witch was also super easy to deal with. Flick threw herself into the Familiars, slicing them apart with her staff. Mami had made her aware of how much stronger she could be simply by tapping into her magic. That burst of power might have been what let Flick save the girl the previous day. Kyubey had said Flick would be above the average Magical Girl, and she was beginning to see what that meant.

Mami stood back as Flick fought, ready to jump in if necessary. Madoka and Sayaka were absent, as Mami had wanted to bring Flick out on her own for a day. That, and Sayaka wanted to check in on her friend who had been hospitalized. Kyosuke, if Flick recalled correctly.

Once the Familiars were out of the way, Flick turned toward the creature itself, activating her magic. As she seemingly vanished from the Witch's senses, it momentarily stopped attacking her. But the moment Flick was driving her staff into the creature, it regained its focus.

That was how Flick's stealth worked. As long as she didn't make her presence practically impossible to ignore, or ran into someone with enough magic reserves to see through her own magic, Flick wouldn't be seen. Even so, that didn't make her attacks hit any harder.

Still, for now, it was enough. Hooking her grapple into the Witch, Flick heaved, making it collapse. As it did, it shattered into pieces, and the labyrinth collapsed with its defeat.

"It seems you're a natural at this," Mami commented as Flick went to pick up the grief seed. "Once we learn to coordinate our fighting styles, hunting Witches will become a far smoother process. Of course, that doesn't mean we should get too careless."

"Agreed." The reply, which hadn't come from Flick, made both girls spin around. Walking down the bridge, the setting sun behind her, was Homura Akemi.

"So," Mami commented after regaining her composure. "You're still keeping tabs on us."

Homura flicked her hair back. "I came here to fight the Witch, though it appears you have that handled." She turned toward Flick. "That was quite the display."

Flick flushed. "Not really. This Witch wasn't all that impressive."

Homura frowned.

"The offer to join us is still open, you know?" Mami said.

"Thanks, but I must decline," Homura said. "Though if I may, I would like to speak with Chambers in private."

Flick felt her heart skip a beat at the mention of her name. What did Homura want to talk with her for?

"That sounds awfully suspicious," Mami commented, keeping the same friendly tone as when she had made her offer.

"Hardly," Homura said. "You can watch from a distance as long as you aren't in earshot. This will be quick."

Mami looked to Flick, who nodded. "I'll be fine," Flick said. Hearing that, Mami returned the nod, and walked far enough to give them privacy.

"You wanted to talk?" Flick asked.

Rather than respond, Homura studied her. Flick was still in her Magical Girl attire, unlike Homura, who wore her uniform. Her soul gem had a black spot or two around the edges, but nothing that would be an immediate concern, and she had just obtained a grief seed either way.

"Felicity Chambers," Homura asked. "When did you arrive in Mitakihara?"

Oh, so she was simply curious? Well, Flick couldn't blame her.

"Two days ago," Flick said. "Though most people think I've been attending school here for years. My wish was complicated enough to rewrite time in a way."

For a moment, Flick thought Homura had stiffened at the word 'time.' But her composed appearance returned as quickly as it had seemed to disappear, so perhaps Flick imagined it.

"Tell me," Homura said. "Are you prepared to face the tragedy that comes with being a Magical Girl? Mami Tomoe should have died yesterday. When you are too slow, what will you do?"

"That won't happen!" Even Flick blinked in response at how quickly the response had come. She hadn't even thought about it, her subconscious throwing it out in the open.

Though, it was true, and she went on. "I trust Mami to watch my back, and I'll watch hers. Yeah, it's dangerous, but we knew the risks when we signed up. It might come with sorrow, but you know what? I had plenty of that leading up to my wish. I got only a small glimpse into a far bigger world than I could imagine. So if shit gets tough in the future, I'll get tougher. I can't afford not to."

* * *

Homura stared at the anomaly. Anomaly, as if Homura had any right to use that word. Even so, Felicity Chambers seemed different from the other Magical Girls who were out of place in her endless cycle.

How long had it been since she made her wish with Kyubey? 10 years? More? She had thought that she understood sorrow, after crying over Madoka's corpse. She had hoped that, with the powers granted from her wish to go back and protect Madoka, she would be able to save her in a few attempts. Mami and Madoka had been her friends in the first time loop, with Madoka being the first person to truly show her compassion. Working together, they should have been able to stand up against Walpurgisnacht.

Those had been foolish dreams, born of naivety. From a time before Mami was willing to kill everyone to prevent them from falling into despair. From before Sayaka had been more distrustful of Homura than usual, causing Madoka to request to Homura that they try to get along. Homura had tried, only to eventually find herself fighting a Sayaka who blamed her for her fate. Escaping had been easy. Watching Oktavia kill Mami and Kyoko had not.

There was another, when Homura had tried to appear more vulnerable to gain their trust. A Magical Girl had followed Kyoko into the city during that timeline, and through her they would learn the truth about the fate of Magical Girls. Sayaka and Kyoko (Mami had already been killed) kept that information from _her_, as if she wouldn't be able to handle the truth. Thus, she hadn't been given enough time to stop Sayaka from giving in.

Time after time, reset after reset. One would think she would have found herself in a familiar pattern by now, but each timeline was different from the last. Some would be despair inducing from the start, while others would give her hope that this might _finally _be the time in which she succeeded.

Never. It always ended with her resetting. With Kyubey watching her, Madoka dead or worse, and nothing left for her. Yes, each timeline was different, but they all ended in the same tragic fate. For Magical Girls, tragedy was inevitable.

Which was why Madoka had to stay away from that life. If Felicity Chambers was idealistic enough to think anyone would survive their contract, then she was as hopeless as the others. She wouldn't be able to make a difference.

Even so, Homura would try, because she would never accept that Madoka's fate might be sealed once more.

"You might feel as though you understand," Homura said, "but our stories never have happy endings. You would be wise to prepare yourself for the worst, and if your resolve is as strong as you believe, then you will have to use it to save your friends. If you're too weak, you'll just bring them down with you."

For Homura, that was the expected outcome.

* * *

"Homura," Flick found herself saying. "I'm not sure what you've been through, but whatever it was, I won't let this end the same way."

What else could cause Homura to say such words, other than prior experience? It didn't take a genius to figure out that her seemingly stoic attitude came from practice. That meant being used to hiding intense emotions

_If we could just convince her to team up with us then—_

"One more thing," Homura said, snapping Flick out of her thoughts. "An extremely powerful Witch will soon descend on Mitakihara. Ask Mami Tomoe for more information on Walpurgisnacht, and prepare as much as possible to fight it. You—" Homura cut herself off with a gasp.

"Homura?" Flick asked, alarmed. Homura's eyes were wider than normal, and while that wasn't much, from her it had to be something to worry about.

"There's a Witch," Homura said. "It's leading victims into its labyrinth as we speak."

"Why do I have a feeling that's not all?" Flick asked, dread pooling in her stomach.

"I can feel the presence of another Magical Girl near the Witch, but something it going wrong with her soul gem. It—I've never felt a soul gem run out of magic so fast. It's draining as we speak."

Mami had caught up to them at that point, having sprinted toward them when she no doubt picked up the same problems. "We have to hurry!" she gasped.

"I can go ahead and take out the Witch," Homura said. Before either of them could argue, she held a hand up. "You _must_ stop the nearby Magical Girl's soul gem from darkening. She will be lost if you do not save her."

Mami bit her lip, and Flick put a hand on her shoulder. "We'll do it," Flick said. "Go. Save the victims!"

The words had barely left her mouth before Homura had vanished, possibly teleporting away. Flick and Mami were quick to run off in the same direction. Now that she was aware of it, she could sense the presence Homura had been referring to. Since she was pretty sure she couldn't normally gauge the magic left in a soul gem without looking at it, this had to be an odd case.

A dozen alarm bells were going off in her head, and Flick couldn't help but notice that they didn't feel all that different from the ones ringing when she had first looked at Fossor.

* * *

**A/N: No, Fossor is not behind what it happening. I'd like to hear your guesses, though, as it is related to some elements in **_**Heretical Edge**_**. Again, those unfamiliar with HE will be able to follow along with this story just fine.**


	6. Chapter 6

Chapter 6

Lemuel let out a growl, tapping his foot impatiently. Had he known how much waiting this job would involve, he might not have accepted it in the first place. Oh, sure, those angel fuckwits hiring him had made the benefits clear, offering enough forces to double the size of his pack. Hell, apparently one of them would be joining in some way. That, along with the magical artifacts they promised, would make his pack the most powerful on Earth.

That wasn't arrogance speaking. While Lemuel had started his pack with only a few other werewolves, they had grown significantly in the past few years. All sorts of Alters, from an army of other werecreatures (lions, bears, rhinos, crocodiles, jaguars, he had as many different species as one could think of) to stone people, elementals, giants, orcs, and even a few human children who they could make into natural Heretics when the time came.

All of that had made them a force to be reckoned with. Other packs knew that if they didn't give up some of their territory to Lemuel, or offer an award for him to stay away, they would be torn apart. After all, it was through that method in which he had first expanded.

So yeah, he was confident that the boost promised by the angels would make him a major player. Hell, there was a possibility he could form a deal with the Alter King in Canada. Having a piece of territory there to make his base of operations would be a game changer.

In other words, he wanted this reward. Even so, he hadn't been told just how _long _he would need to be watching over this girl.

The blue haired brat was still in the hospital, doing whatever it was that took up so much of her time in there. At the moment, she was still an ordinary human, and Lemuel's employers had made it clear that he could not make his move until she made a contract with that freaky cat creature. Once that happened, she would no longer be human. Not quite Alter either, Heretics included, but definitely not what her kind considered normal.

Once she awakened to her power, that was when the fun would begin. He could move in, alongside the other wolves he'd brought with him. Between him, Pace, and Valentine, the girl wouldn't be able to put a dent in them.

And once they had her trapped, Lemuel would would leave his mark on her, beginning the slow, _tortuous _process of turning into a werewolf.

Lemuel didn't know why his employers wanted him to break the girl, but he was going to have fun doing it.

* * *

Sayaka cried out in panic as Kyosuke slammed his hand into the record, causing it to bleed. She threw her hands on top of his, as though her touch could make the pain go away.

"I can't move it," Kyosuke sobbed. "I can't even feel the pain anymore! What use is a hand like this?" His words made Sayaka's heart wrench. Why him? Why did he have to get caught in the crash? All he wanted was to play his violin! He wanted to move people with his music! He didn't deserve this!

"It's going to be okay," Sayaka promised. "I'm sure someday, somehow...just don't give up hope, and I'm sure someday—"

"But they've already told me to give up."

Syaka froze.

"They said I had no chance of ever performing again. The doctor came and told me himself. He said that with current medicine, it just wasn't possible. My hand will never move again. Not until the day miracles or magic start existing in this world."

"They do exist," Sayaka said. Those words were what she needed to hear. Her mind was made up.

"Miracles . . ." she continued, "and magic . . . are real!"

It wasn't a coincidence that she saw Kyubey outside the window as she spoke. It was clear what she had to do.

And so, after meeting with Kyubey on the hospital roof, Sayaka made her wish.

* * *

_Well, this is what I asked for._

Sayaka had just made her wish, when she sensed a Witch was nearby. Mami and Flick were on their own hunt, and there was no way Sayaka would trust the _transfer student _to handle it, so she was running. It was amazing how fast she could move now. The Witch had been a few blocks away, and she was already getting close.

She was just about to reach the labyrinth, when a tall, dark skinned man stepped in front of her. Her eyes widened, and she skidded to a halt right before she would have crashed into him.

"Well hello there, little . . . what are you called, again? Magical Girls?" He scoffed. "I suppose this is what happens when you give powers to children."

"W-what are you talking about?" Sayaka demanded. There was no way this guy seriously knew about Magical Girls. He was the exact opposite of a potential candidate! People like him would die if they even got near a labyrinth.

Whatever. From the look he was giving her, he was clearly a threat. It didn't matter what kind of game he was playing, as long as Sayaka took him down and got to the Witch before it hurt anyone. That in mind, she drew her cutlass, pointing it at him.

"I'll give you once chance to walk away," she warned.

He blinked, staring at her with a bemused expression. Then, he howled with laughter. Sayaka felt her gut boil at the display, and prepared to take him down. That was when the howling was echoed behind her. And not the laughing kind.

Before she could turn around, Sayaka was knocked down to the ground, two forces pinning her down. There was one for each of her arms, digging into the skin and drawing blood. Wincing, she looked at her captors.

Wolves. Two literal wolves were keeping her down. What the hell was happening?

It didn't matter. She just had to escape, which she attempted by kicking out her legs. That was stopped by the man putting a foot on her leg. He kneeled down so he could pin both her legs with one knee.

"I suppose you deserve to know what is happening to you," he murmured, holding up a single finger. That finger grew longer, turning black while he spoke. "You see, we aren't whatever it is you fight, but we are what you would see as a magical being. With our gift, we . . . well, we turn into what you see before you."

"Y-you gotta be joking!" Sayaka spat out. "Are you saying that you're . . ."

"Werewolves," the man confirmed. "Now, some people think that werewolves spread their… gift just by biting. That's absurd. Do you have any idea how many people we bite? There'd be an epidemic. No. We have to purposefully share this gift with someone with a special little scratch."

Seeing that black claw approach her cheek, Sayaka's breath caught in her throat. She attempted to turn her head away, only for the man to hold it still with his other hand.

"You should know," he said, "that someone your age is never chosen. _Adults _are lucky to survive the first change, so children almost have no hope. Sure, it gets better after the first one, but during the hour it takes for you to change the first time . . ."

He dragged that claw down Sayaka's cheek, making her yelp.

"Let's just say this will be the longest, most agonizing hour of your life. The kind that will give you nightmares if you're lucky enough to survive. Not that I'd put my money on it. We have friends to get us through it. Packmates to provide us with food and water. As for you . . . well, you would know this area better than me. Do you trust whoever finds you to help you, or do you think they'd rather take advantage of a little girl in so much pain she could hardly think, much less defender herself?

"But hey, maybe you will survive. If you do, good luck surviving the Heretics. You know how you go on hunts? Well, Heretics hunt people like _us_. Those who aren't human. So you'll have to survive your own hunts, and those who will hunt you."

_He's lying,_ Sayaka told herself. _He has to be! Because if he's not . . ._

She wouldn't _couldn't_ think like that. He had to be an enemy of Magical Girls, someone who knew of their existence and somehow stole power from one. Maybe his power let him control animals? That was better than—

Except as he turned away, laughing, he changed into a wolf _right before her eyes_. The two wolves holding Sayaka let her go, all three staring at her for a moment before running off.

They had barely left when Sayaka felt a spasm in her gut, unlike any pain she had felt before. It got worse as her leg snapped out, every bone in it breaking. All her limbs then broke simultaneously, every bone in them popping, the skin bulging up.

As agony filled her existence, Sayaka screamed.

* * *

Move, move _move_! Flick had to go faster! A Magical Girl was about to lose all the power in her soul gem. While she sprinted and leaped across rooftops, Flick realized that she didn't even know what would happen should a Magical Girl's soul gem run out of energy.

From how Homura had acted, Flick didn't want to find out. So she had to _move_. She could still feel the nearby source of magic draining. Whatever was happening to this girl, her soul gem was going to break at any moment.

At least she had Mami to help. The two girls had ditched the streets entirely, sticking to the rooftops. Using her ribbons, Mami was able to bring them from building to building. Despite that, Flick was the one holding her, having the strength and speed to run faster.

Even so, Flick was running on pure adrenaline at this point. It was a miracle she had yet to stumble when making her jumps, causing them to plummet below. Maybe it was the thought of wasting time with a fall that kept her from messing up.

Despite that, she nearly tripped when she heard a girlish, piercing scream. She and Mami faced each other with wide eyes, and Flick set her down.

"That—" Flick began, only for another awful cry to make her jump. She shook her head. Now wasn't the time to talk. The cry was coming from an alleyway, the kind someone would use as a shortcut only if they were really desperate to get somewhere.

Without hesitation, Flick jumped down from the roof and into the alleyway. She had planned to rush to the source of the cries, but the sight before her kept her fleet planted to the ground.

"Flick?" Mami asked. "What is—oh my God."

The girl crying was Sayaka. She wore a fancy blue dress and knee high socks, the sort of outfit that could only belong to a Magical Girl. However, that wasn't the source of Flick's horror.

Flick should have thought about something like this. Fossor had said other creatures like him existed. If ghosts and necromancy were real, why not werewolves? Being on the lookout for enemies other than Witches should have been obvious.

Sayaka looked terrible. Parts of her limbs were bent unnaturally into the shape of a wolf's, and fur had sprouted in blotchy spots over her skin. As Flick stared, her wrist bent in half, a wolf's paw forming in its place. The shriek of torment she let out would haunt Flick in her sleep.

Sayaka's other arm had already fully changed. Her head was twisted in the sort of position that should have snapped her neck. Her legs were convulsing so bad, they kept jerking off the ground. It was the sort of sight that would terrorize even the most hardened individuals.

Mami recovered before she did, despite having no clue what was happening. "Sayaka!" she blurted, running to the girl's side. "It's okay, we're here. We're with you. It's okay. You'll be okay!"

Why? Why was she in such pain? If a werewolf found her like Flick suspected, then was being turned . . . this awful? Sayaka didn't even seem to hear Mami's words, too lost in the pain.

_I don't know what to do, _Flick thought.

_Yes, you do._

The thought spurred Flick forward. She hurried to Sayaka's side, pulling out the grief seed she had recently earned. Sayaka's soul gem was lying next to her, so black that Flick couldn't even tell what its original color was. Any second, it would darken entirely, and then . . .

Flick shoved the grief seed into the soul gem. Seeing the darkness be sucked up, she found herself breathing slightly easier. Sayaka's soul gem was bright blue, a beautiful color.

Any relief Flick might have felt didn't last. Sayaka's leg twisted and snapped, more fur growing over it. Sayaka sobbed and screamed, her soul gem fading into a darker shade of blue.

"No!" Flick yelled, moving her arm down to use the grief seed once more.

Mami's hand gripped her wrist, stopping her. "Don't!" Mami blurted. "It will hatch a Witch if you use it any more!"

"Then what do we do?!" Flick asked.

Tears ran down Mami's face at the sight of Sayaka. "We have to help Sayaka," she choked out. "Help her through whatever's happening. I have—" She swallowed. "I have another grief seed. I'll use it if she gets that bad again, or when this is over."

Flick nodded, standing on trembling legs. "I'll get water. Watch over her!"

Another cry from Sayaka heralded Flick's exit. Being on the back roads, no one would help her now. She had to get to the main roads!

_Please, Sayaka, hang in there. I promise we'll help you!_


	7. Chapter 7

Chapter 7

Okay. Okay. There was no need to panic. Flick had water, and she was almost back to where Mami and Sayaka was waiting. During the trip, she had felt the magical signature from the Witch disappear, which meant Homura must have dealt with it. They had control over—

Sayaka screamed once more. Hearing that, Flick shot her grapple into the alley, having it pull her in faster than she could run.

"I'm back!" she blurted, rushing to Sayaka's side. The girl was more wolf than human at that point, mouth included. Twisting the cap open, Flick poured the water down her snout, praying she would be able to swallow. Especially with how much Flick's hands were shaking, making it difficult to tilt the water bottle without the contents splashing everywhere.

When Sayaka was able to get the water down, Flick sighed in relief. Mami took the bottle from Flick's hand with a ribbon, using it to carefully administer the water to Sayaka. Flick took the moment to look at Sayaka's soul gem. In the time she had been gone, the edges had turned black, with the darkness swirling toward the middle and receding like waves.

_Just a little longer, and we'll have to use Mami's grief seed. Please, Sayaka, pull through._

A scratchy wail came from the girl, falling into a pained whimper as her voice gave out. Mami gave her more water, but tears continued to flow from Sayaka's face, her wolf's face twisted in misery.

"It's going to be okay, Sayaka," Flick promised. "You're going to be okay." She continued to give words of encouragement as the transformation went on. Eventually, she put Sayaka's head in her lap, carefully running her hand across her wolf-turned back. That went on for a while, with Mami keeping Sayaka hydrated while Flick comforted her.

Flick lost track of time, lost to her surroundings as the ordeal went on. Sayaka was all that mattered in that moment. It wasn't until Flick had a fully formed wolf in her lap that she allowed herself to look around. The sun had fully set, and the moon hung over them, covered by a thin layer of clouds.

"Mami," Flick said. "Your grief seed." Turning, Flick saw the girl was still, hugging her knees against her chest. It took her a few seconds to respond to Flick's words.

"R-right," Mami said. She stayed seated, using her ribbons to hold the grief seed against Sayaka's soul gem. All the dark matter left the soul gem, leaving it as pristine as it would get. To Flick's relief, it didn't continue to darken.

"W-what happened?" It was Madoka, standing behind Flick. Homura was next to her, frowning at the sight before her.

"Madoka," Flick forced out. "I'm sorry. I could stop this from happening."

"What?" Madoka asked. "What happened. _Where's Sayaka_?"

Tears pooled in Flick's eyes. She made herself look at Madoka, who was also crying. "This . . . is Sayaka."

"What?" Madoka shook her head. "That's impossible! Sayaka's not—she isn't . . ."

"I'm sorry." Flick sobbed. "I'm so sorry."

* * *

It was to those words that Sayaka awoke. More than anything, she felt a deep sense of _wrongness_. Her body felt disproportionate, everything ached, and she had no clue what was going on. Before opening her eyes, she tried to remember.

_That's right! There was that man, and he . . . he._

Sayaka's eyes snapped open. Above her loomed Flick's face, wracked with despair. The one openly crying, however, was Madoka.

_She needs you, _a voice at the back of Sayaka's head spoke. For once, Sayaka couldn't listen to it right away. She was the tough one, someone who Madoka needed. From the beginning, Sayaka had promised herself she would protect Madoka, that she would stay strong for her best friend. But how could she when she was like _this_?

Sayaka picked herself off the ground, nearly tripping on unfamiliar legs. It was Flick who stabilized her.

"What is this?" Sayaka recognized the voice. The _transfer student_. She whirled her way with a growl, not noticing the emotion that normally wasn't present in her voice. Who was she, to get involved now of all times?

One would think that anger would make her fall more to her wolf side, but instead, she found herself turning back into a Magical Girl—attire and soul gem included—on instinct. Once she was (almost) Akemi's height, she glared.

"Why are you here?" Sayaka demanded, crossing her arms.

"I'm sure you sensed the Witch nearby," Akemi said. "I defeated it and brought Madoka out of the labyrinth."

_Madoka was in the labyrinth?! _At any other time, Sayaka would have focused on that. Right now, her head was swirling so much it was all she could do to focus on the scene transpiring.

"Did you know about this?" Sayaka took a step forward. "Did you know those _things _were nearby."

"I don't know what you're talking about," Akemi said, not a hint of dishonesty in her voice. Though Sayaka doubted she would have caught it.

"Sayaka!" Apparently, Madoka couldn't take it anymore. She threw her arms around Sayaka, who returned the hug without thinking.

"I was so worried!" Madoka cried out. "Are you okay?"

_No._

"Y-yeah." Sayaka's laugh was hollow. I'm alive, aren't I?"

Alive but might was well be dead because she wasnolongerhumanandshewasdisgustingandKyosukewouldhateher. Sayaka pulled Madoka closer.

"We need to get somewhere safe," Flick said. "What if whoever did this to Sayaka comes back?"

"They better," Sayaka hissed. "I'll _kill them _for what they did."

Unbeknownst to her, the soul gem near her stomach darkened.

* * *

Flick was able to convince everyone to get to safety. Her apartment ended up being closer to Mami's, so the group went there. The whole time, not a word was spoken. She had taken the lead, and she didn't dare look back, both to keep her emotions from the others and to keep herself from seeing their pain.

Once they reached the apartment, they quickly settled in. Sayaka took the couch, Madoka staying next to her. Mami and Flick sat on chairs which Flick had taken from the kitchen. Homura, meanwhile, stood by the counter, which was where Kyubey stood. He had been waiting for them there.

After everyone was seated, there was silence. It lingered long enough to be deafening in its own right. No one wanted to be the first to speak.

"Kyubey," Flick finally said, staring at her hands which were clasped together. "Do you . . . know what happened?"

"I do," Kyubey confirmed. "Sayaka Miki was turned into a werewolf—"

"That's ridiculous." Everyone turned to Homura, who had made the objection. She blinked, likely not having planned to say that out loud.

"What, you think you know everything in the world, transfer student?" Sayaka spat out. "Kyubey, what happened to me?" The sting in her tone had turned into a plea by the end of the question.

"Werewolves are one of many creatures out there," Kyubey said. "Similar to how humans are unaware of the existence of Magical Girls and Witches, they are also ignorant to what are called Alters, as in alternative from human."

"But we're Magical Girls!" Mami was still shaking from all that had happened. "Why didn't we know about this until now?"

"That's because traces of the Bystander Effect still lingered within you," Kyubey said. "Witches and Magical Girls were the only exception to that rule. Seeing Sayaka transform allowed you to break that weakened Bystander Effect. Even Madoka, due to her vast potential and connection to me, was able to overcome it."

_Bystander Effect._ Unbidden memories came to Flick, of the sheer confusion and terror she had felt when Fossor's ghost had her pinned. She shivered.

"Why?" Madoka asked. "Why didn't you let them know they were in danger?!"

"This rarely ever happens," Kyubey said, that blank smile never leaving his face. "Similarly to how most Magical Girls know about the existence of Alters, Alters themselves don't normally know of Magical Girls. There's an enchantment that keeps Alters from recognizing Magical Girls and Witches, which has to be broken on an individual level. You could say it's similar to the Bystander Effect."

"Are you the source of this effect?" Homura asked, scowling at Kyubey.

"Not at all," Kyubey replied. "In fact, whatever force made these enchantments likely doesn't originate from Earth.

"I suppose I should say this now," Flick said, looking up from her hands. "I would have told you sooner, but I didn't think anyone would believe me. The man that kidnapped my mom was a necromancer."

"A _what_?" Sayaka asked.

"A necromancer," Flick repeated. "A really powerful one. There would have been no way to stop him without Kyubey's wish."

They all took that in with various expressions of shock. Interestingly, Homura was looking over her in a manner not too dissimilar to when they had first met.

"What do we do?" Mami asked, the fear in her voice making Flick wince. "We're meant to fight Witches, but now these other creatures might come after us! If they're so powerful, how can we fight them?"

"I wouldn't worry about that," Kyubey said, and Flick wished he would at least show _some _compassion. "Both the Bystander Effect and Anti Magical Girl Enchantment may not apply to you, but most Alters won't attack unprovoked. And not all of them are as powerful as the ones you have encountered. If one sees you fighting, they'll likely assume you're a Heretic, in which case they're more likely to run than fight."

"Heretic," Flick muttered. "That's what Fossor said my mom was. Someone who hunt Alters."

"They attack anything not human, assuming they're all evil. Many of them display a wide variety of unknown abilities. They're part of why I have to stay invisible to the average human eye."

Sayaka's eyes widened. "What about me?" she asked. "Will these Heretics attack me?"

"If they see you, probably. You're lucky, though, since none of the big Heretic organizations have a foothold in Japan. You'll be safer than most of your kind."

The assurance, if it could be called that, did little to assure Sayaka. She slumped, squeezing her hand together.

"I'm a monster," she murmured. "Not human. A freak."

"That's not true!" Madoka shouted. She clasped her hands over Sayaka's. "You're still Sayaka, my best friend. If something like the Bystander Effect exists, nothing has to change. You can still go to school, hunt Witches, and hang out with us as much as you want to!"

"No." Sayaka yanked her hands away from Maoka. "I can't. Who would want to be classmates with a werewolf? Even if no one knows, that won't change who I am. And apparently there's a whole group of people that want me dead."

"Sayaka . . ." Madoka sat back down.

"Why?" Mami asked. "Why do they go after everyone not human? Who would want to kill someone just because of what they are?"

Homura looked her way. She opened her mouth as though to speak, before shutting it.

"You are still a Magical Girl, Sayaka Miki," Kyubey said. "Do you regret your wish?"

"Of course not!" Sayaka glared at him. "I'll never regret it, no matter what!"

Again, Homura looked her way. This time, she didn't even consider speaking.

"If you want my advice," Kyubey said. "I would focus on hunting Witches. What happened to you doesn't change the fact that they are out there hurting people."

Sayaka nodded stiffly at this. "If that's my purpose now, then . . . then I accept it! I'll use my new powers—all of them—to rid the world of Witches. That's what I'm meant for." Then, so quiet that Flick could barely hear it, she said, "that's all I can do now."

"If that's all, I'll be taking my leave," Homura said. "If you need to rest after your ideal, do so. I'll handle the Witches tonight."

"Oh yeah?" Sayaka asked. "What makes you think you can deal with them all? You're only one person, unless you think you're that much better than us."

"I've done this before," Homura said. "One night won't be a problem. Oh, and Flick?"

Flick perked up, noting Homura had used her first name. "What is it?"

"Don't forget what I said earlier. Walpurgisnacht is coming. The threat it poses may be closer to the necromancer you faced, than any Witch you've seen thus far."

With that, she teleported away, her words hanging in the air. How was Homura so sure of the threat Walpurgisnacht posed? How was she that sure that it near Fossor's power level, when she didn't know who Fossor was?

"We should all get some rest," Flick said. "If you all want to crash here, feel free."

In the end, they all stayed, no one wanting to leave Sayaka. They didn't talk for the rest of the night, not wanting to dwell on what had happened any longer. Though one particular thought couldn't leave Flick's mind.

_Why Sayaka?_

For Sayaka to be turned just after her wish seemed far too unlikely to be a coincidence. There was no doubt in Flick's mind toward the fact that Sayaka had been targeted. But no matter how much she pondered over the subject, she couldn't figure out why Sayaka in particular had been chosen.

First of all, any werewolves shouldn't have been able to tell she was a Magical Girl, unless the enchantment on them had been broken. Had someone purposefully let them see the existence of Magical Girls? Flick couldn't begin to guess why.

There were four Magical Girls in the city, yet Sayaka had been the one turned. Mami and Homura had been hunting Witches for a while, and if someone wanted to target Flick, the day after she made her wish would have been the best time. Yet Sayaka was the victim.

Something big was happening, and Flick felt like she didn't even have a clue to follow.


	8. Chapter 8

Chapter 8

Avalon couldn't say she hadn't been expecting the blonde girl to make her way up to the roof. Even so, the distant look in her eyes was unexpected.

"Chambers?" Avalon asked.

Felicity shook it off, facing Avalon with more focused eyes. "Hey. Do you mind if I sit up here again?"

As a response, Avalon moved over to give Felicity room on the bench. While she moved to sit down, Avalon tried to guess what might have happened.

_You picked a weird girl for me to watch over, Mom._

To think, if Avalon hadn't accepted this mission, she would be starting her first year at Crossroads, learning all about the supernatural. If the Committee had their way, she would probably be sitting in a classroom right now. Still, Gaia had managed to convince them of the importance of this task, and why Avalon was the best choice.

Her mom had tried her hardest to downplay the effort it took to get Avalon into this position, but Avalon saw the signs. She saw the glimmer of fatigue on Gaia's face, and if Gaia of all people was having trouble hiding it, then it must have taken a herculean effort. Knowing that, Avalon refused to let her down.

"Did something happen?" Avalon asked. Her classmate was talkative enough, the sort of person who Avalon would normally keep at a distance. In this situation, it worked in her favor.

"Huh?" Felicity asked, before the question registered. "Oh. Ummm, it's nothing. My friend is going through some stuff is all."

Well that wouldn't help much.

"Can I help?" Avalon found herself asking. It could have been something stupid like relationship problems, but from what Gaia had told her about this girl, chances were her friend had gotten into trouble related to magic.

"Can we . . . just talk?" Felicity asked. "Not about this. About something normal. Classes, friends, anything like that?"

A retort came to Avalon, and she nearly spoke it. Seeing the weariness on Felicity's face, it died in her throat.

What was it about this girl? She was supposed to be Avalon's assignment. Sure, Avalon had seeked out a friendship with her, but that was because Gaia had asked her to. Her mom had made it clear that she could make the friendship genuine —hell, she had even encouraged it. Still, Avalon hadn't come all this way to make friends.

So why was it that she wanted to comfort this girl more than get information from her?

"Sure," Avalon said. "I'm friends with these twins; Sands and Scout . . ."

* * *

"Wow, you weren't kidding when you said weird things were happening here."

After saying that, the girl with long red hair bit down into her granola bar. Once more, she looked into her binoculars, watching the two high schoolers talk on the roof.

_An upperclassman and a younger girl. What sort of crowd are you forming, Mami?_

"_Are you going to fight them?" _Kyubey asked in her mind._ "I did tell you about the anomaly. I can't predict whose side she would take in a conflict."_

Kyoko Sakura took another bite. "You joking? No way I would risk a fair fight with Mami. Although . . ." She smirked. "I am interested in this other blondie. You say she has a lotta potential?"

"_Indeed. Felicity Chambers is without a doubt the most powerful Magical Girl in this city, in terms of her magic."_

"Eh." Kyoko waved dismissively. "Doesn't matter how much potential ya got if you don't know how to fight. Hmmmmm." She swallowed the last bite of her snack, then clapped her hands together. "Alright, I can have her deliver a message to Mami for me." As long as her former mentor wasn't in the area, this would work out just fine.

"Let's see what you're made of, Chambers."

* * *

"How is she?" Flick spoke into her phone. She leaned against a nearby fence, hoping the occupants of the house wouldn't mind. She was in one of the quieter neighborhoods, both safer than the city and away from unwanted listeners. Since it was mid-afternoon, she felt safe despite being alone.

"_Better, I think,_" came Mami's voice from the other end. _"Seeing her friend in the hospital helped. His hand is all healed, and his family is going to surprise him with his violin this evening."_

Hearing that made Flick smile. "Sayaka made a noble wish. I'm sure she feels proud of it." Her statement was met with silence. "Mami?"

"_I'm not so sure," _Mami said. _"There's a good chance she'll regret her wish later on."_

"Why do you say that?" Flick asked. Mami couldn't have been talking from personal experience, could she? After all, she had told Flick about her wish just that morning, and if anything, her regret must have been that she didn't include her parents in the wish. "Even with how my wish backfired on me, I can never regret saving Mom."

"_This is different," _Mami said. _"I hope I'm wrong, but I can't shake this feeling that Sayaka's wish won't bring her happiness."_

"If it doesn't," Flick said. "Then we will. Right?"

"_Right."_ Flick could hear Mami's smile. _"Thank you, Flick."_

"No problem," Flick said. "See you tonight to hunt Witches?"

"_Of course. I'll see you soon."_

They hung up, and Flick found the tension in her shoulders finally start to leak out. When Flick had woken up for school that morning, Mami had been the only other one to rise. Since the middle schoolers started school later in the day, they agreed to let the younger girls rest, and Flick had left her apartment in Mami's care. In other words, Flick hadn't gotten the chance to talk with Sayaka since it all went down. Focusing in class had been impossible with her worry.

"Do you really believe all that 'noble' crap?"

Flick whirled around at the voice, only to see a red-headed girl walking her way, chewing on some sort of candy stick. Until then, she hadn't even heard the girl's approach. Her appearance was ordinary, as she wore a black bow, a green jacket, blue shorts, and brown boots. Even so, now that she was paying attention, Flick could sense the presence radiating off of the unknown girl. There was no doubt—she was a Magical Girl.

"Who are you?" Flick asked, prompting an eye roll from the girl.

"How about we hold off on the introductions? So, you gonna answer me or what?"

Answer her? Oh, right.

"How much do you know?" Flick asked.

The girl shrugged. "Only that some idiot wasted her wish on another person. Seriously, a once in a lifetime opportunity, and she threw it away. How is that noble?" Following her words, she chewed on her snack.

Already, Flick was getting a bad feeling from this girl. She didn't seem to care that she had insulted one of Flick's friends, someone who had just had the worst night of her life. And, of all the things she complained about, she chose the wish Sayaka made for her friend?

Heat rushed to Flick's head, and she felt the urge to snap at the girl. She held herself back, noting that the redhead was younger than her. For as little as this girl knew about Sayaka, Flick knew nothing about her. At the very least, she could try talking before rushing to a poor outcome.

"You don't know the full situation," Flick said. "Still, you're a Magical Girl yourself, aren't you? You could talk to her yourself."

The girl snorted. "Please. Talk with a bunch of girls who don't even have the system figured out? I don't want to deal with hearing all that crap about justice. Do you even get how you're supposed to hunt properly?"

Flick was only getting more confused as she spoke. "What are you talking about?"

"God, do I have to spell it out for you?" The girl leaned against a street light, pulling out a fish snack right as she finished the candy stick. "There's a food chain to follow here. We wait while Familiars roam the town and eat people, transforming into Witches. Then, we hunt the Witches for the grief seed. That puts us at the top. Dealing with creatures too far down isn't worth our time."

"So you let people _die_?" So much for not snapping.

Pushing herself off the lamp, the girl sighed. "See, this is how I knew you'd react. You shouldn't let Mami lecture you on this stuff. That girl is so naive it's painful."

Alright, that was enough. "If you came here just to belittle my friends, then we're done talking," Flick said. She turned to leave, taking a few steps away.

Metal tickled the back of Flick's neck, making her freeze. Shifting her head slightly and moving her eyes more, she saw a long shaft extending from the girl to her, no doubt with a blade at the end only centimeters from cutting into Flick.

Oh, and the girl had transformed. Now, she was wearing a red dress, with matching boots. She also wore black stockings and white gloves which reached past her elbows. A scarlet soul gem rested at the top of her chest.

"You really don't know anything, do you?" the girl asked. "Maybe I should show you what happens to Magical Girls who don't look out for themselves."

"You wouldn't start a fight out in the open," Flick said, though she had no idea if that was true or not. Beads of sweat formed on her forehead.

"Want some advice, rookie? Stop assuming things you're clueless on."

With that, she drove her spear forward, and Flick jerked her head to the right just in time to avoid getting skewered. Transforming into her Magical Girl attire, she shot the grapple from her staff onto the nearest roof, letting it take her up top.

Of course, these were rural looking houses, meaning they had slanted roofs. Flick had to balance on roof's edge, avoiding putting too much weight on the gutter while also not slipping.

Then, the battle began in earnest. Seeing how the redhead had practically been looking for a fight, Flick didn't bother talking to her as she leaped onto the roof. Instead, she angled her staff in front of her to block a thrust of the girl's spear.

Her staff proved to be ineffective when the spear unfurled into chains which crashed into Flick and knocked her backward. She rolled across the roof, only gripping onto the edge at the last second.

"Seriously?" her assailant asked, taking steps toward her. "Aren't you supposed to be some super strong Magical—huh?"

The last part came because Flick had used her stealth, meaning that the girl saw nothing when looking over the edge. Because of that, she didn't see the fist flying toward her face until it was too late.

"Gah!" The girl stumbled back as Flick finished her jump, landing on the roof. Seeing her dazed, Flick pushed forward with her staff.

Despite the weapon heading her way, the girl smirked. Swiping her spear up and to the left, she knocked Flick's weapon aside, following up with a slash of her own weapon. Flick was barely able to jump out of the way in time. Even then, she had to twirl her staff around to knock the tip of the girl's spear into the ground before it cut into her.

Already, the girl was recovering. How fast was she?

Flick couldn't take any chances. She shot her grapple at the girl, forcing her attention onto it as she charged forward. As the girl knocked the grapple away, Flick let it hang out, attempting to knock the butt of the staff into her. Rather than dodge, her opponent unfurled her spear once more, letting the brunt side of it block the attack, while the rest slashed for Flick.

No time to reposition herself. As her staff was blocked, Flick jerked it upward, letting the chains curl around it. Then, she recalled her grapple, which got stuck in one of the chains between it and the staff.

"Heh. Not bad," her opponent said. She retracted her spear, thrusting it forward in its normal state. "But you'll have to try harder!"

A spin brought Flick away from the spear, but not quick enough. She winced as it cut into her arm.

Flick needed more space. To that end, she swiped her staff at the girl's feet, making her jump over it. While in the air, she aimed her spear to drive down at Flick. She only hit tile, as Flick had rolled under her, and was now running to the end of the roof.

The nearest roof should have been too far away for someone to reach with a normal leap. However, with Flick's enhanced abilities, she was able to make the jump with ease, only needing to crouch for a moment before picking herself up and continuing her sprint.

Footsteps behind her told Flick that she was still being chased. Chances were, she wouldn't be able to lose the girl so easily.

So, after landing on the next roof, Flick spun around and shot the grapple from her staff. Seeing the weapon heading for her while in midair, the girl had no choice but to veer to the side, landing on the ground below.

This was Flick's chance. Once her grapple retracted, she sent it out once more, this time to the top of the slanted roof. It carried her up, letting her vault behind the building. Not spotting anyone in the backyard, Flick jumped down, landing on grass. Then, she used her magic once more. Just in time, too, as the girl hopped over the fence.

Flick held her breath, watching as the other girl scanned the yard. Her eyes moved over Flick multiple times, yet she made no visible reaction. As the girl turned away, Flick let herself relax, keeping her magic up just in case.

Her magic was up, yet the girl lashed out with her spear again. Destruction swept through the yard, cutting up grass and overturning tables and chairs. Flick barely had enough time to register what was happening before the spear collided with her, sending her flying into the fence. She crashed into it hard enough to leave a dent, then fell on the ground, her whole body vibrating with pain.

"Nice trick ya got there." The other girl stood over her now. "But it doesn't matter much if I can't see you, so long as I know where to look. You shouldn't try messing with the senses of someone who's used to that kinda tactic."

A barrier of red diamonds formed around Flick, keeping her from getting up to fight.

"I think you got the message." The girl put away her spear. "Tell Mami that she better not get in my way while I hunt Witches. I don't want to have to deal with her while I'm here. Oh, and next time? Don't hold back. I coulda killed you just now, you know?"

_I was holding back? _Flick thought. As the girl escaped, Flick tried hitting the cage around her with her staff, but it wouldn't budge. In other words, she was stuck until that girl thought to dismiss it. Great.

On reflection, maybe she had held back. Compared to the fire power she had brought for the Witch which almost ate Mami, her fighting style had been almost tame just now. Flick hadn't put much thought into the force she used, only doing what felt right at the time.

Thinking on it, she didn't regret her decision. Two Magical Girls going all out could have done serious damage to the houses around them. As it were, they were lucky to not have attracted attention. Besides, despite the girl's words, Flick didn't want to kill her. And seeing as she was still alive, surely the other girl shared that sentiment at least somewhat?

_What is with her? She seemed to know Mami, but I can't see those two ever meeting without fighting. Their morals are too different for anything else._

Finally, the barrier vanished, letting Flick stand and stretch. As she returned to the streets and began her walk home, she decided that she would ask Mami who that girl was, and what kind of relationship those two had.


	9. Chapter 9

Another clear night. Mami looked up toward the sky, seeing the moon shine down on her. The light it provided did little to brighten her mood. Her mind continued to work over the information Flick had provided to both her and Sayaka.

Kyoko Sakura was in Mitakihara. Mami's former apprentice, someone she had considered a close friend, had returned. If only Mami could be happy at the news. Considering how their last meeting had ended, scrounging up those feelings was impossible. Especially after what Kyoko had said and done to Flick.

_Kyoko, you really meant what you said back then? You've been letting people die to Familiars?_

_I can't forgive that._

Honestly, Mami didn't know why she was heading into the abandoned construction site by herself. She could guess that Kyoko would choose a location like this to hunt, but did Mami truly want to face her?

No, but she had to. There were two new Magical Girls under Mami's wing, and it was her duty to protect them. Even if one of them was older than her.

"Did that Chambers girl not deliver my message or something?" The voice coming from behind Mami made her freeze. "I thought I told you not to bother me."

Mami took a deep breath, trying to quell her racing thoughts. She was grateful to already be wearing her Magical Girl attire. "It's bad manners to make such demands in another Magical Girl's territory."

"Is this your territory? You're doing a crap job at showing it."

Sighing, Mami turned around. "What are you doing in Mitakihara, Kyoko?"

The redhead looked the same as ever, her Magical Girl outfit looking just as Mami remembered. Though the vicious smirk on her face was unfamiliar, not matching the smirks she made when they had hunted together.

"Heard odd stuff was happening here," Kyoko said. "Thought I would check it out for myself."

"Even after you ran away?"

Those were her own words, yet she flinched from them. She hadn't meant to say that.

_Get ahold of yourself, Mami. You've held your composure this far, you can't lose it here._

"Besides," Mami said. "Nothing too strange is happening here."

Kyoko raised an eyebrow. "Come on, Mami. You may be naive, but you're not an idiot. I can sense that pink haired girl's potential all the way out here. That's far from normal."

Mami inhaled sharply at the mention of Madoka. "Why do you care?"

"Like I said, I'm curious. Kazamino is kinda boring lately, and there are more than enough Witches to hunt here. Though knowing you, even if the supply was scarce, you would still have taken those two girls under your wing. It's like you wanna run out of grief seeds."

"Is that all you care about?" Mami closed her eyes for a moment. "You've changed, Kyoko."

"And you haven't," Kyoko countered. "Are you really gonna make friends with every Magical Girl you come across?"

"This again?" Mami frowned and took a step toward Kyoko. She couldn't help but feel satisfaction when the girl took a step back. "Leave them out of this. I can't believe you attacked Flick!"

"Oh, come on." Kyoko rolled her eyes. "Someone had to knock some sense into her. Or do you want her to break once she gets a taste of our world?"

Their world. One separate from everyone else. A lonely, grueling life where you would be lucky to make it to tomorrow. It was a world of loss, pain, and suffering. And yet . . .

The image of Flick sobbing in her apartment came back to Mami. Her story, her horrifying introduction to the supernatural, played itself in Mami's mind.

And yet, she hadn't fallen apart last night. Mami had, not able to function without using her magic. Flick had taken the lead, guiding Sayaka through her awful transformation. Mami's voice had failed her, but Flick had been whispering assurances the whole time. Then, when it was all over, it had been Flick to bring them home, to shelter them. The other blonde girl might have been older, but Mami was still the veteran. She should have been the one to protect the others, but ever since Flick had saved her, she had proven herself to be a far more qualified leader.

"That won't happen," Mami murmured, "because Flick is the strongest of us."

"That so?" Kyoko asked, crossing her arms. At some point, she had started chewing on a stick of Pocky. "Seemed ignorant to me."

Mami shook her head. "She knows the risks, and the pain. Her optimism comes from her determination to prevent tragedy regardless."

Kyoko snorted. "As if anyone, even with her capability, has the power to do that. Maybe the pink haired girl can do it, but she hasn't contacted yet. If she's smart, she'll keep it that way. What about that anomaly?"

_Anomaly?_

"You mean Homura," Mami said. "I don't know much about her, but she's helped us enough to work in Mitakihara." Went unsaid was that Kyoko hadn't.

"Four Magical Girls," Kyoko noted. "Five if that girl contracts. When have that many girls ever worked together without falling apart?"

Mami chose not to respond.

"Whatever," Kyoko said, taking a larger bite than normal out of her Pocky. "Either way, I'll be hunting here for a bit. Alone. Got it?"

"What if I choose to chase you out?" Mami asked.

"I don't think you could bring yourself to," was Kyoko's response.

_So that's how it is._ Kyoko wasn't wrong. Sure, if Kyoko threatened any of her friends, Mami would teach her a lesson. But outside of her fight with Flick, she seemed to plan on isolating herself.

"Very well," Mami said. She met Kyoko's eyes, searching for what her reaction would be. "But you should know that Walpurgisnacht is scheduled to arrive at the end of the month."

There it was. The slight widening of Kyoko's eyes, before she controlled herself. Looking away briefly, she took a final bite of her Pocky. When she turned back, she looked normal.

"Walpurgisnacht?" Kyoko asked. "No kidding?"

"Homura told me, and her information hasn't been wrong so far."

"Hmph." Kyoko turned away. "I'll see if staying that long is worth the effort." She began to walk off, before stopping. "Goodbye, Mami."

Her intentions were clear, and Mami's response was so soft she doubted Kyoko heard it.

"Goodbye, Kyoko."

* * *

Homura considered not heading onto the school roof. It was lunchtime, so she had no doubt Madoka and Sayaka would be up there. If there were any new developments with Sayaka's . . . condition, then Homura would want to know about them.

Honestly, this timeline was spiraling out of control. The presence of a new Magical Girl had already been an irregularity, but Homura had dealt with similar occurrences in the past. If a new girl disrupted a single timeline, she would be unlikely to appear again for a long time, and if she did, Homura would be prepared for her presence. Flick Chambers was not the issue.

Magic outside of Magical Girls and Witches? That was a problem. Homura's greatest advantage was her knowledge of the system trapping them all. With that familiarity, she was able to occasionally gain an advantage in certain timelines. Not that it would stop Madoka from contracting or dying, but each minor success brought Homura closer to finding the one path that would end in Madoka's happiness.

Now, reaching those small victories was so much harder. How many magical creatures existed that Homura didn't know about? How likely was it for one of them to interfere in the future, like they had during this timeline? Why was it that Homura had gone this long without running into one? Or had she, only for this so called Bystander Effect to erase her memory? She grimaced at the thought.

Then there was the matter of Sayaka. For someone who could never recover from learning the truth of Magical Girls, being turned into a werewolf of all things would push her over the edge for sure. Chances were Sayaka would become a Witch earlier in this timeline than she had in most others.

Madoka might get caught in the crossfire. Homura could not allow that.

She pushed her way to the roof, and immediately the gazes of the two girls fell on her. Whatever conversation they had been having dropped before Homura could hear them. A spark of displeasure ignited in her when she saw Kyubey with them.

"What do you want?" Sayaka snapped the moment Homura got close. This was off to a fantastic start.

"How is your condition?" Homura asked, coming to a stop in front of the bench they were sitting on. "If any changes have occured, then you need to tell everyone."

Sayaka's skirt crinkled under her curled up fist. "Why should I tell you? You're the one keeping secrets from the rest of us."

"Sayaka . . ." Madoka reached out for her friend, only to reconsider and drop her arms.

Seeing the look on Madoka's face, Homura focused on Sayaka and narrowed her eyes. "That is not what this is about."

Sayaka met Homura's glare with her own. "You know, if I hadn't just contracted, I probably would have been able to take on those wolves no problem. It was you who tried to stop me."

Homura nearly snapped out that Sayaka's own safety had been an afterthought. It was Madoka who could not contract. Who could never contract. Why did this girl have to be so self-centered? If she just stopped for a second to think about the well being of those around her . . .

Her head shake had been to dispel her thoughts, but it served to punctuate her statement. "I had my reasons for what I did, and I still will not let Madoka Kaname contract."

"That's exactly my point!" Sayaka snapped, rising to her feet. "Mami, Flick, even me! We all want to help people! Madoka would be the same. Do you care at all about the people Witches hunt? Or are you the same as the girl who attacked Flick?"

_Damn it, Kyoko._ The redhead was far easier to work with than any other Magical Girl, but whenever she made a reckless decision, it was Homura who had to clean up her mess. For a moment, Homura considered explaining Kyoko's mindset. Though showing more knowledge she shouldn't have would only make Sayaka distrust her further.

"I have no idea what you are talking about," Homura said. "I know the pain that comes from being a Magical Girl. All I want is to keep Madoka away from that life."

"Me?" Madoka asked. "Why?"

Turning her stare onto Madoka, Homura considered her words. "Has Kyubey told you of your potential?"

"Mami did," Madoka said. "Could I really become one of the most powerful Magical Girls?"

"Yes," Homura said. "And in doing so, you will suffer the worst fate of us all."

"What are you talking about?" Sayaka asked. The edge had not left her voice.

"You made a contract," Homura said. "You will see in time."

Those were the wrong words to say. Sayaka took a step forward, putting her inches away from Homura.

"So that's how it is, huh?" Sayaka hissed. "Do you even want to help us? Or would you rather stay in the background and step in whenever you want to satisfy your own ego?"

How did she get these ideas in her head? Despite dealing with her for multiple timelines, Homura never quite got used to the conclusions Sayaka Miki came to.

"Maybe we should take a minute to relax?" Madoka suggested. Homura wished she could listen to her best friend. She couldn't. Not when she needed to force some sense into Sayaka.

"Your stubbornness is going to get you killed," Homura said. "I will not allow you to continue being a fool."

"Would you go away already?" Sayaka retorted. "I chose to be a Magical Girl. If there are Magical Girls like you who won't fight for what's right, then I'll fight twice as hard. What happened the other night doesn't matter, as long as I can still kill Witches."

"If that is truly what you believe," Homura said, "then you are more hopeless than I thought."

A flash of pain, and Homura stumbled back. Madoka shouted Sayaka name, while Homura blinked to recover. When her sight was focused once more, she saw Sayaka's extended arm and curled fist.

That was her answer, then. Homura turned and walked away, ignoring Madoka calling her name behind her. There were other avenues she could explore to learn more about the supernatural. For one, it seemed Flick was connected to it all in some way.

As for Sayaka, Homura knew how her fate would end. This wasn't the first time the girl had hit her like that, though such an occurrence was rare. Even so, the timelines where she got to the point of attacking someone outside of a fight between Magical Girls tended to be the ugliest. One of the worst Homura could remember, outside of those initial few, had involved a similar incident.

It was clear where this would lead. Sayaka Miki would succumb to her despair and turn into a Witch—the final form of all Magical Girls.

Homura supposed she could accept such a setback. After all, she had given up on Sayaka Miki long ago.

* * *

**A/N: I want to make it clear that I like Sayaka, but she's suffering more here than she normally does. Lemuel doing something so horrible to her and then vanishing would, I imagine, make her angrier than normal. She had no way to get revenge. At the moment, Homura happens to be an easy target for her rage. I promise this mini arc of a grudge between Sayaka and Homura is going somewhere.**


	10. Chapter 10

Chapter 10

"Are you sure you're okay?" Flick asked.

The girl next to her didn't respond right away. Flick turned toward Sayaka, seeing that the other girl had a tight grip on her cutlass. Despite being in the center of the labyrinth, they had yet to get into a fight with any Familiars. Not that they had failed to spot any. The needle themed creatures were in handcrafted costumes, looking more adorable than anything Flick had seen. They were supposed to be enemies, yet Flick couldn't turn her blade on them.

_That's a magical influence. It has to be. _Flick didn't know why she was so positive on that fact, but somehow she didn't doubt herself.

The labyrinth itself was a series of dark rooms made of quilts. Some of those quilts rose and fell in waves, occasionally revealing a Familiar.

At the very least, sneaking past them was simple enough. Except the silence let Flick's mind wander, and she couldn't stop her thoughts from turning to Sayaka. This was their first time hunting together since . . . the incident. They had met after school, with Sayaka holding onto the most forced smile Flick had ever seen. Since then, it had dropped into a scowl, which remained as they traveled through the labyrinth.

"I'm fine," Sayaka eventually said. "Rough school day, that's all."

"Are you having trouble with some of your classes?" Flick asked. "I can help, if you want."

"I've got it handled. Thanks."

With that, the conversation fell into silence once more. Flick wished she could think of something to say, anything to improve Sayaka's mood. How did you comfort someone whose world was falling apart?

No answer came to her before they reached the Witch. Pushing open a door larger than any of the others, Flick steeled herself for a fight, resolving to talk with Sayaka later.

On the other end of the door was a room twice the size of Flick's living room. In the center of the room stood a feminine figure, with pencil thin limbs an oval-shaped head, and a wide waist with needles stuck into it. The Witch held a needle as tall as Flick in each hand.

Briefly glancing at one another, the two Magical Girls nodded before springing into action. Flick went left, while Sayaka went right. Each had to face a needle that the Witch was plunging their way.

There was no time to see how Sayaka would handle the threat. Flick had to focus on dodging herself. To that end, she lifted her staff above her head, ducking under the needle.

Wood collided with steel, the weapons scraping across each other with enough force to make Flick's arm shake. Once Flick shifted out of the collision point, she swept her staff down, making the needle stab into the ground.

The Witch began to pull the needle up, to which Flick responded by leaping onto the needle's point. As the Witch waved the needle around, Flick ran across it. Then, with a single swipe, she cut off the Witch's arm.

It screamed, jerking hard enough to fling Flick off of it. She backflipped in the air, landing on her feet while looking right to check on Sayaka.

Currently, the other girl was wielding two cutlasses, blocking a strike from the needle with them. Like Flick, she directed the needle into the ground, though in her case, the force she used to push it downward was enough to make the ground rumble.

Werewolf strength was scary.

Though the Witch was missing an arm, that didn't stop it from attacking. The needles stuck into its waist glowed purple, emerging and redirecting themselves to point at the two Magical Girls.

"Get ready!" Flick called out, just in time for the needles to descend. Raising her staff, Flick knocked each needle aside as it got close. They tried to approach her from all directions, but she spun her body and staff fast enough to hit each one. Meanwhile, Sayaka used both her cutlasses to block each needle that neared her.

Just as Flick swatted away the last needle, she noticed that they others began to pick themselves off the ground. This would probably keep happening unless they destroyed them, or took out the Witch.

"Sayaka!" Flick yelled. Then, she shot her grapple the other girl's way. Sayaka caught on, grabbing the tether as it passed her, and yanking it hard enough to send Flick flying off her feet. Putting her enhanced strength into the tug, she spun Flick in a circle, with the end of the arc putting Flick right by the Witch.

Letting loose a shout, Flick dug her staff into the Witch, slashing down through its stomach. It cried out, flailing as the weapon cut through it. A leap back put Flick away from the Witch, letting her watch as it fell dead to the ground.

She was also in the position to watch as Sayaka, focused on the Witch, didn't see one final needle shoot toward her. Before Flick could cry out a warning, the needle pierced through Sayaka's throat, cutting a large hole straight down that center.

"**Sayaka!**" Flick ran to the other girl, praying she wouldn't be too late to help her. Wait, why was Sayaka still standing perfectly straight?

As Flick got close to Sayaka, the sword user grimaced and pulled the needle, as long as Flick's hand, out of her throat. Flick watched with wide eyes as the hole left behind sealed itself in a matter of seconds.

"W-what?" Flick asked.

"_It's Sayaka's powers._" The voice invaded Flick's head. "_Her wish involved healing someone, so she already had powers which accelerated her healing. Now, though, she's a werewolf. They have excellent healing to anything that's not caused by silver._"

"How convenient," Sayaka muttered. "What, do the werewolves want me to send them a thank you card or something?"

Flick winced, though as she went to retrieve the grief seed resting on the spot of the parking lot where the labyrinth's entrance had been, something else was on her mind. She turned to Kyubey, who was lying on his back in a patch of sunlight.

"Why are you here, Kyubey?" she asked. "I thought you were with Mami and Madoka?" They had agreed to split up once more, with Mami showing Madoka a battle with a Familiar while Sayaka and Flick took care of the more dangerous threats in the area.

"_Mami sent me,_" Kyubey told them. "_Something came up, and she needs you both to meet her on top of the bridge._" He jerked his head in the direction of the massive structure in question.

"What happened?" Flick asked.

"_You'll want to see for yourselves._"

* * *

Physically, Sayaka felt fine. Since that were the case, surely she could handle any Witches that came their way, right?

That was what she wanted, except she found herself hoping that whatever was happening with Mami would be resolved quickly. More than anything, she wanted to go home and bury her face in a pillow for a few hours.

The thought frustrated her. She had chosen a life of fighting, and it was a decision she resolved to never regret. A single Witch shouldn't be enough to tire her out for the day.

_It's Akemi's fault for riling me up earlier. _The excuse felt too hollow to provide her even a moment of satisfaction.

Honestly, the worst thing about Akemi was how much of an unknown she was. Sayaka had thought she understood enough of the world to get by, and now it kept expanding to a scope she couldn't understand. A mysterious girl was the last thing she needed on top of everything. Still, that didn't mean Sayaka could blame her for everything that went wrong, no matter how much easier it would have been,

Why did all this supernatural stuff have to get involved in her life, anyway? Magical Girls and Witches had been enough for her to deal with already, but now there were thousands of species she had to watch out for, unsure whether any of them would want to kill her. More than anything, how long would she be able to avoid a Heretic? And when she finally saw one, would she survive the encounter?

_Damn it. All I wanted was to help Kyosuke._

Help. That she could do. If she could help as many people as possible by fighting, then everything would be okay. For someone not human, it was all she could expect.

Sayaka was so lost in her thoughts that she nearly bumped into Flick when she stopped walking. She began to ask why they had stopped, before realizing they had arrived at the bridge. Mami and Madoka were there, both shifting their feet and glancing in the same direction. The reason why made itself clear a moment later.

Standing on the bridge was a Hispanic, green haired girl wearing casual clothes and a choker. In each hand, she was lazily swinging around some sort of weapons. If Sayaka recalled from her random internet searches, they were called Kusarigamas. They were sickles, with long chains hanging off of the handles. At the end of each chain was a heavy looking iron ball. She was pretty sure people were only supposed to use one, but this girl looked perfectly comfortable holding onto two.

Oh, and looking at her was enough to make Sayaka's senses all _scream _at her. Every fiber of her being told her to run as far away from this girl, who looked like she was Flick's age, as she could. This was her first time experiencing the sensation, yet somehow she knew what it meant. Instinct, probably.

"Heretic!" Sayaka blurted leaping back.

The girl turned to Sayaka with a vicious smirk. "Ohhh. Baby-wolf is here! How have you been? You know, since we left you screaming on the ground?"

Huh? What was she —wait. Sayaka sniffed the air, detecting a different smell coming from the girl than what her Heretic sense was telling her.

"You're . . . a werewolf?" Sayaka asked. "But aren't you a Heretic? You . . . huh?"

The girl snickered at Sayaka's confusion. "Why wouldn't I take a wolf's powers? Don't you get how useful these things are? I suppose I could have killed a few to steal their powers." She shrugged. "Isn't this easier though? You got to experience how simple the process was."

Sayaka shuddered, phantom pain coursing through her body. For a moment, she was back in that alley, oblivious to the world around her as agony overtook her. The lingering image of three wolves sneering down at her adding more fear every time a spike of pain struck.

It clicked.

"You!" Sayaka snapped. She transformed, drawing a cutlass and pointing it at the girl who was bouncing on her toes. "You're one of the wolves that turned me into this!"

"Guilty!" The girl said. She seemed entirely unfazed by a weapon being pointed at her. "So, what do you think? Isn't being a wolf so much _fun_?"

"I want to be _human_!" Sayaka felt her blood boiling, the tension in her body needing to be released by hitting this girl as hard as possible until she stopped moving. "You turned me into a monster!"

The girl rolled her eyes. "That's where this conversation is gonna go? No thanks, too boring. How about we get to the fun part?"

"Fun part?" Mami spoke up. Her wide eyes were centered on the smiling bitch.

"Of course. Isn't it obvious? I'm here to make a wish!"

Those words were enough for Sayaka to spring forward. No way in _hell_ was she letting this demon become a Magical Girl.

Fortunately, Mami had the same thought. Ribbons went flying toward their enemy, prepped to ensnare her just in time for Sayaka to cut through her.

She dodged it all. A series of sidesteps put her away from every ribbon, and she even spat a glob of acid from her mouth to deal with one. Then, with a burst of speed, she was right in front of Sayaka. Swinging one of her weapons, she wrapped the chain around Sayaka, digging the sickle into her. Based on how painful the wound was, chances were the weapon was laced with silver.

Luckily, Flick was there. She flung her staff at the girl, forcing her to release Sayaka and jump back. One jump wasn't enough, though, and she had to make multiple to avoid musket shots from Mami, who had begun to fire at her.

"I shouldn't have given you a chance," Mami said. "Leave Mitakihara now!"

"Awww, you aren't going to welcome me into your group? Oh well. Kyubey!"

"No!" Sayaka ran forward, ignoring the pain in her side. "Kyubey, don't make a contract with her!"

"I'm sorry, Sayaka," Kyubey said. "She has the potential, and I've never forced a girl either way."

"Can't you see she would use her powers to hurt people?" Sayaka cried. She swung her sword at the girl, who ducked under it and lashed forward with her foot, making Sayaka's leg collapse under her. Sayaka fell to her knees.

"It seems that way," Kyubey said. "But that shouldn't stop her wish from coming true, should it?"

"That's not the point!" Why didn't Kyubey get it?

Flick charged in, spinning and swinging her staff to briefly put the werewolf-Heretic on the defensive. With her concentration on the staff wielder, the girl didn't notice the ribbon shoot toward her leg.

Ribbons expanded, wrapping around the girl. Not fast enough, though, for her to blurt out one last thing.

"I wish to be able to possess and unpossess others at will, just like any normal member of my species!"

The ribbons bound her from head to toe, and Sayaka had enough time to wonder what the hell that meant before a bright light blinded her. She closed her eyes and covered her face with an arm.

"Your wish has surpassed entropy," Kyubey said. "Go forth now, and be free. You will no longer have to live your life as a Lie."

_A lie? _Sayaka lowered her arm, rising to her feet to look at what had happened.

Next to the still bound up Hispanic girl was another girl. She looked Sayaka's age, and incredibly beautiful. Smooth, light brown hair with eyes of the same color, and perfect pale skin.

Ironically, she was wearing a witch's outfit, hat and everything. The dress was black, with bright brown lacings and patterns adorning it. The skirt was as puffy as Sayaka's. The hat was also black, though the band was the same brown as her dress, which matched the girl's eyes and hair. On the front of the hat was a soul gem of the same color. Even the choker she wore was brown, unlike the black choker the Hispanic girl had been wearing. Lastly, the girl wore black tights and flats.

"Well, this is nice!" The girl spun and examined her outfit. "Hey, what abilities do you think I got? Anything other than a fixed possession power?"

She held out her hands, and a Kusarigama appeared in each of them.

"Let's find out."


	11. Chapter 11

Chapter 11

Flick could admit she had no idea what was going on. She wouldn't have time to think about it though, seeing as a crazy girl was charging her way.

Holy crap, she was fast. Flick ducked out of the way just before the chain reached her, only because of the reflexes she had as a Magical Girl. Even then, she couldn't avoid the girl's follow up kick, which took her in the stomach and made her fall to her knees.

As if that wasn't enough, the girl used Flick as a shield to dodge Sayaka's sword. While Sayaka lunged, she spun Flick between them, forcing Sayaka to redirect her sword at the last moment.

Mami tried to divert her attention with ribbons, but it was as ineffective as it had been on the Hispanic girl. No, it was even _less _effective, because this girl grabbed onto one of the ribbons, yanking it and causing Mami to stumble. Only a second of contact would have caused it to constrict her, so she had held onto it for less than that.

"Get back!" Flick ordered, turning to Sayaka. They both jumped back, leaving open space around the inhumanely fast girl.

That was all Mami needed to open fire. Bullets sprayed across the bridge, covering an area wide enough to fit a truck. A series of spins and flips let the girl dodge a few, but even she wasn't fast enough to avoid them all. Two struck, one in her arm, and the other in her side. She gasped, stumbling for a moment.

A moment was all Flick needed. She sprung forward, swinging her staff down at the girl. Despite having taken two bullet wounds, she was still able to bring one of her sickles up, the chain wrapping around Flick's weapon. A tug caused it to fly out of Flick's hands.

Flick was ready for the lost weapon. With the use of magic, she was able to summon seven more, which spun around her in a circle. After a downward motion of her arm, they all flew forward, aimed to stab the girl from multiple angles.

Another burst of speed not only let her get away from the attack, but it also put her behind Flick. The change of position was so sudden that Flick couldn't react before a chop to her spine put her on the ground, her body crying with pain.

"You bitch!" Sayaka yelled. "Who are you, even?"

The girl put a hand to her chin, humming. "I suppose Lie doesn't describe me anymore." She glanced toward the now unconscious Hispanic girl who Mami had released from her ribbons. "Hey, if I kill her, do I get to take her name?"

"You won't hurt anyone else!" Mami shouted, firing another array of bullets. This time, the girl was prepared enough to dodge them all with her speed, running out of the line of fire. In the same sprint, she reached Sayaka, who leaned sideways just in time to avoid a harsh blow to the chest. Even then, a sickle grazed her shoulder.

Flick summoned another staff, using her small amount of recovered breath to stand. Taking aim, she fired her grapple at the girl. As expected, her opponent grabbed it with ease, though Flick had already begun to drop the staff. She summoned four more, and had them all send out grapples as well.

Spinning chains caught each one, and the girl was able to disperse and resummon her weapons quick enough to not be left vulnerable by the move. Still, the time it had taken her to do that was enough for Sayaka to transform. Not into a wolf, but into a halfway stage that was both wolf and human. She grew, fur sprouting over her body and muzzle forming. Her fingers grew into claws long and sharp enough to reach the brown haired girl, skewering the side of the head.

That should have been it, except it was _Mami _who cried out, blood pouring out of her head as she fell to the ground.

"**Mami!**" Three girls—Flick, Sayaka, and Madoka screamed. Even the girl who had been wildly attacking them paused for a moment.

"Her power." The girl's voice was so quiet that Flick almost didn't hear it. "Does this mean Momma will—"

A heart wrenching scream interrupted her. It came from Sayaka, who was throwing herself at the girl without a thought of caution. There was more than enough time for the girl to react—and she did, by driving both her weapons into Sayaka. At that moment, Sayaka didn't care, Still in the were-like state, she pushed both hands forward, digging her claws into the girl. Her intentions were clear—tear this girl apart by any means necessary.

She didn't get the chance. Sayaka made contact with the girl, only for her target to vanish.

"Not a smart move." The words came from Sayaka's mouth, but they didn't sound like her at all. "Didn't you just see what I did to your friend?"

Flick looked, only for her throat to lock up. Once again, the wounds that should have been afflicted on the girl had instead taken Mami. After already losing so much blood in a sensitive place, she was now lying dangerously still, a pool of blood forming around her.

_No, no, no! Please don't let this be happening. _Flick forgot about anyone else for a moment, rushing to Mami's side. Her bleeding chest wasn't rising or falling, but Flick still prayed as she put her hand to Mami's throat.

There was no pulse.

"No," Flick whispered. "Oh, God, no.

"M-Mami?" Madoka's choked voice reached Flick, breaking what remained of her resolve. As if that wasn't enough, Sayaka slumped to the ground as the girl left her body. Was Flick's other friend even still alive?

_You have to fight. You can't give up now. _Flick rose to her feet, legs shaking. She turned to face the brown haired girl, who looked almost oblivious to the corpses she had created.

"Why?" Flick asked. "Why are you doing this? Did that other guy put you up to this?"

The girl blinked. "Lemuel? Nah. That big bad wolf got an upgrade to his pack for messing with your friend before. Of course, he had no idea that upgrade made him important enough for one of our own to possess him." She laughed. "Poor Lemmie. He actually thought we had a partnership. But hey, it got me reassigned to watch over progress in this city, which let me make my wish! Anything that happens now is just icing on my defunct free cake."

"Then . . . you killed them for _fun_?" Flick didn't want to give the girl time to respond, instead charging forward with her staff raised. And yet, the other girl's words had her freeze in her tracks.

"They're not _dead_. I am very good at knowing when people are all gone, but not these two! Not with Kyubey's cheating."

Her words made no sense. Cheating. What the hell could that mean?

"She's right," Kyubey said. Flick faced him, standing next to Madoka on the edge of the bridge farthest from the fight. "As long as their soul gems remain intact and purified, they can recover from just about anything."

"I knew it!" The girl was practically beaming. "They tried to keep secrets from me, but I am very skilled at being sneaky. This body is a shell now, right? I have no problem with that, as I am sure she would prefer that to broken."

"A shell?" Flick blurted. "What are you talking about?"

"It's simple," Kyubey said. "When you make a contract, I put your souls in your soul gem. You humans have far too fragile bodies, so this keeps your souls safe. In this scenario, you pilot your bodies from your soul gems, and when the body is lost, the soul gem can be recovered until a new body is grown. Of course, most soul gems will break under the pressure of regrowing a body from scratch, so it's good to have as many remains as possible."

"You—" Flick threw up, a sensation that _felt_ real but apparently wasn't really hers. Her skin crawled from merely the implications of Kyubey's words. "We're _zombies_?" she forced out.

"No, silly," the brunette said. "If we were zombies, then necromancers would be able to control us. Though maybe they can, when our soul gems are too far away. Do you think they'll have to invent a new classification of zombies for us if that is the case?"

Flick couldn't stand anymore. She fell to her knees, barely able to support herself with her quivering arms. Looking at her sleeve, she saw black spots cover her soul gem. She couldn't bring herself to pull out a grief seed to remove them.

"Please, stop!" It was Madoka. "Why are you still hurting them? They didn't do anything wrong!"

"If someone had to do something wrong for me to hurt them," the girl said, "I would have much less experience in hurting people.

Gunfire followed her words. The girl yelped, jumping back as a spray of bullets landed where she had just been. Flick spun around, seeing Homura walking their way with a gun pointed at the body snatcher.

"I suggest you leave," Homura said, flicking her hair back. Her gaze was sharp. "Unless you would rather have your soul gem blown apart."

"Awww, but I haven't had this much fun in years!" the girl protested. "How often will I be able to cut loose like this and be challenged? Hey, here's an idea. Get a hit on me in under a minute, and I'll leave."

"Is that all?" Homura asked. She stepped forward.

"Wait!" Flick called. "She can reflect any attack you hit her with. She'll cripple you the moment the fight begins."

Homura continued to walk forward. "I can handle that." She vanished, and an explosion rang out across the bridge. Flick covered her eyes as debris flew past, her ears ringing. When she looked up, she saw the center of the bridge begin to fall, with the girl still on it. The girl herself was stumbling, though she re-oriented in time to speed across the falling platform, leaping off it to land on what remained of the bridge.

A hand caught her torso before she touched ground. Somehow, Homura had ended up there, and was holding the girl over the hole her explosion had created.

"Ohhhh, big mistake," the girl said, before vanishing.

"No!" Flick yelled, but it was too late. The girl had possessed Homura.

"Oh?" The word came from Homura, whose body turned and examined each of the girls. She lingered on Madoka for an extra moment. "Interesting. Veeery interesting."

"Have you figured out where Homura Akemi came from?" Kyubey asked, trotting up to her.

"Yup!" Homura chirped, and hearing her of all people chirp sounded wrong in so many ways. "Do you want to know?"

"If you wouldn't mind sharing," was Kyubey's response. Flick stared wide eyed at him, wondering if he would react at all to whatever the girl would say through Homura.

Except she said nothing. Bullets tore through Kyubey, large holes taking out chunks of his body before he collapsed to the ground.

"I'm not going to tell you," she said, putting the pistol back into the shield it had come from. She smirked. "This can be our secret, alright, Homura? Oh, but to make sure I don't forget . . ."

Homura's body spasmed, repeatedly jerking and stiffening. Her mouth opened in a silent cry, before her eyes closed and she fell to the ground, the body snatcher stepping out of her.

"I've chosen a name," the girl announced. "I am now Carmentae. And I believe I shall see you all again soon."

Following those words, she jumped down the hole Homura had created, fleeing the scene. Flick couldn't bring herself to chase after her.

"Flick?" Madoka approached her with slow steps. They were the only two still conscious on the bridge. "What do we do?

After being so thoroughly demolished, was there anything they could do? That girl could have killed them, if she wanted to. From what she had said, she wasn't the only one that powerful with eyes on the city.

Flick's soul gem darkened further. Her soul gem, the only source of her life that remained. The body she had known for 17 years wasn't truly hers anymore. It might has well have been a pair of clothes from how Kyubey had described it.

What else was going to happen to them? How would Flick explain this to the others?

_Oh. Oh, God. How can I tell Sayaka she's even less human than she thought? What can I do for any of them now?_

"I—" Flick coughed.

"I don't know."


	12. Chapter 12

Chapter 12

She was not okay.

By all standards, she should have been doing great. After so many years of being seen as an abomination by her own society, she had finally fixed what was wrong with her. Finally, she could make her mother proud. No, more than that, with her Olympian nobility, she would go from the bottom of her people to the top. Those assholes who had ordered her around and treated her like dirt would be _beneath _her. What reason did she have not to rejoice?

Well, for one thing, absorbing all the memories of a girl almost as damaged as _her_ in only a few seconds certainly wasn't helping her mental state.

Lies—no, she _wasn't a Lie anymore_—forced her host to activate her timeskip. As long as she returned to the same position when it ended, no one would be able to tell she had needed the moment.

Her wish had fixed her possession, but it had done so much more than that. It had made her power _stronger_, in more ways than one. For one thing, assuming she could still possess other Seosten, she would likely be able to take control of those millenia older than her. Her own ability had that much strength to it now.

More than that, though, she could connect with her hosts easier than most Seosten. While it normally took time to sort through a person's memories, which Seosten normally handled by bringing up memories when they were necessary, she got all of Homura Akemi's memories at once. Lie—whoever she was—saw everything. She saw the cute girl with twin braids struggle to be accepted by her peers yet never succeed, dealing with bullying her whole life. She saw her savior come in the form of Madoka Kaname, and she saw that savior die. She saw Homura make a wish to protect the girl who had saved her life.

Then, she saw disaster. Revelations, failed alliances, people Homura had thought of as friends failing her. And it happened so many times. The first few stung the most for Homura, the raw emotions overwhelming her. For the Seosten having another girl's life flash before her eyes, seeing Homura get numb to the betrayals hurt more. Homura shrugged off harsh words from those she had once considered close friends and allies, and even considered killing them at times to protect Madoka. Occasionally she had no choice but to do just that.

An innocent girl, suffering so much hate and misery, feeling forced to kill friends. Trying desperately to accomplish that single goal, all for a person who she obviously loved. Emotions that Lies had thought she banished long ago came back to her in waves.

"_What have you done?" _It was her host speaking to her. The girl tried to move her body, but she might as well have been attempting to lift a mountain with the hold Lies had on her. _"Get out of my body _now_."_

Lies couldn't respond, too busy experiencing one of the memories. One where Homura had pleaded to the turned back of Madoka, about to make her wish. Homura had whispered words she would never say to Madoka's face.

"_Madoka. I love you. I love you, Madoka."_

"_Momma. I love you. I love you, Momma."_

It was too much. She had to leave this host as soon as possible. Not in this state, though. No one could see this. Lies would have to put on the face she knew best. And so, she laughed.

"This is so _fascinating_," she said through Homura. "No wonder my people are so interested in this city. If we had Madoka Kaname under our control, we would make our enemies very upset. And also very afraid."

She felt the girl's outrage, and a tinge of fear. _"You will not touch Madoka."_

_I can't._ She blocked the thought form reaching her host. _Not after knowing what she means to you. And you, Homura, I can't imagine—_

"Oh, I would rather watch for now," she said with a smile. "In fact, I can give us both what we want. You can have your body back, once I put my mental projection into it. I'll be able to visit your mind whenever I want. And the best part? It will keep my memories intact, so if you try to turn back time, it will ping back to me. Then I'll remember everything, make my wish again, and we'll be right back to where we started. So don't reset the timeline until you have to, okay?"

Homura was silent in her mind, which was fine. That gave her time to think.

This girl—Homura Akemi—she controlled time in a way that no one but a Magical Girl could. The past and future were centered around her just as much as they were around Madoka Kaname. And now Lies had the information to change both of their destinies however she wanted. She could go straight to her people, report what she had learned, and be _worshipped_. Or she could give Homura Akemi the hope Lies herself would never obtain.

Then there was the matter of Flick Chambers. While she had still been in Pace's body, she had been forced on the defensive by the girl. During that exchange, their arms had briefly touched.

Lies knew what she was hiding.

So much knowledge, and she had to decide what to do with it. Between that, and the connection she now had with Homura, a time traveler, she knew what name she would go by. Antevorta and Postverta were goddesses of the future and past, known as the the Carmentae to humans long ago. In reality, they had been made up by Metatron, adding in a myth of protectors during childbirth to manipulate humans into giving up their children with large magical potential, being told that the Carmentae had saved them during childbirth.

Still, she was one with knowledge of the past and future. The name Carmentae suited her just fine.

She deactivated her timeskip and played up her act, getting far too much satisfaction from shooting Kyubey. She said her final words as the mental protection finished its implantation into Homura's mind. Activating it forced the girl to painfully fall unconscious, as Carmentae left her host and fled the scene with new knowledge.

If only she knew what to do with it all.

* * *

_It was all a lie._

Those were Homura's thoughts as she woke up, the dream still fresh in her mind. That couldn't have been an ordinary dream. She had just experienced a memory from Carmentae.

_That was your true self, which you hid when you possessed me. I should have figured. If there's anyone who knows how to keep their thoughts from others, it's me._

Had the Seosten chosen to share that memory with Homura? She doubted it. No, this was more likely a side effect of that mental projection. Carmentae didn't have enough control of her own mind to keep those sort of bugs out. And so, Homura gained insight into the girl.

_For once, sleeping might not be such a waste of time. If I can learn enough about you, then maybe . . ._

Homura pushed the thoughts to the back of her mind for now. She had other problems to focus on. Mainly, where was she after falling unconscious on the bridge.

She opened her eyes, and was immediately greeted with the foot of an unfamiliar couch.

"Hey, you awake?"

Homura pushed herself upright to look at the voice's owner. Somehow, she wasn't surprised to see Flick Chambers staring at her with a soft smile.

"Sorry for putting you on the floor," Flick said. "I only had so much space, and I figured you would mind it the least."

"It's fine," Homura said, picking herself off the ground. She saw that Mami was the one lying on the couch, her wounds fully healed. They must have finished recently, as the girl was still not awake.

"Sayaka is still in bed." The unfamiliar voice had Homura on edge instantly. She didn't summon her Magical Girl attire, but she was prepared to at a moment's notice. Seeing the Hispanic girl who had been unconscious when Homura had reached the bridge, she frowned.

"Oh, Homura, this is Pace," Flick said. "She woke up not long after you fell unconscious, and helped Madoka and me bring you back."

_Madoka's here? _Homura looked around, and sure enough, Madoka was standing by the kitchen counter, watching the scene with that same timidness she always had. At times, Homura wished Madoka would be more confident in herself, only to reconsider, as the pinkette's gentleness was part of what made her so incredible.

"I was hoping we could all talk," Pace said, seeming surprised by her own words. Or rather, that she was speaking at all. "I know you all probably hate her right now, but Carmentae is . . . not what you think she is. You don't have to be her enemies."

Had she not gotten a glimpse into the Seosten's mind, Homura wouldn't have bothered hearing this girl out. As things were now, she found herself nodding.

"I agree," Homura said, rolling her eyes when all three girls recoiled in shock. "I'm assuming you wish for Sayaka Miki and Mami Tomoe to wake up before we proceed."

Pace nodded. "There's . . . let's just say this is going to be a long conversation."

* * *

Sayaka . . . didn't take well to the news. Flick had told her and Mami separately about their zombie status, hoping it would be easier to handle them one at a time. They deserved to know everything before hearing Pace out.

Mami had gone blank when Flick told her, barely nodding to acknowledge she was listening. Flick decided that the best thing to do for now was to leave the girl to her thoughts. Which is why she went in to check on Sayaka, who had started to wake up. And when she revealed the truth . . .

"Are you serious?" Sayaka asked. "You have to be joking with me. Come on, Flick."

Flick winced. "I'm sorry, Sayaka. Trust me, I wasn't happy to hear the news either. Still, we have each other, all of us understand what the others are going through. We can get through this together."

Sayaka barked out a single, humorless laugh. "Yeah, learning you're human isn't fun, is it? Do I even have any connection to humanity at this point? I have a freakish body, and it's not even mine since I'm apparently an empty shell."

"You're not." Flick leaned down, putting a hand on the bed which Sayaka was still sitting on. "You still have your soul. Kyubey's a bastard for cheating us like this, but we knew we were getting into a life of fighting Witches, didn't we? Nothing's changed."

"What about our _lives_?" Sayaka snapped. She glared at Flick through the strands of hair in her face. "How can I face Kyosuke like this, knowing what's been done to me?" Tears began to form in her eyes.

"Sayaka . . ." Flicki shook her head, putting her hands on the other girl's shoulders. "You face him as Sayaka Miki. Because that's who you are. That won't change, no matter what happens. Pace—she's the girl who was being possessed—she was turned into a werewolf too. Before that, she was made a Heretic. She's been separated from humanity, but she hasn't given up. I can tell from looking at her that she's determined to fix things. She might be able to help you, if you let her."

"I don't know . . ." Sayaka glanced away.

"Give it time," Flick said. "For now, Pace wants to help us. She has information, which we can use to get ahead of things. With her help, we can stop being on the back foot all the time."

"Okay," Sayaka muttered. "Can you give me five minutes?"

Flick smiled, patting Sayaka's shoulder. "Of course. Homura, Mami, Madoka, and Pace are all in my living room. We'll wait as long as you need." She rose, making her way to the door. "And Sayaka?"

Sayaka looked her way.

"There are an awful lot of scumbags out there," Flick said. "People like the wolf who turned you. Many of them are just normal people. But no matter what you are, you'll always be more human than them."

She left Sayaka to think on that.


	13. Chapter 13

Chapter 13

Where did Pace even start? Explaining a conspiracy that ran so deep a single person may never discover all the layers—to a group of girls who barely understood magic outside of their own system no less—was not the sort of job she was prepared for. Even so, these girls needed to be caught up on everything. With the events sure to take place in Mitakihara, they would be at the center of everything.

"I'll start with the grand scale of it all," Pace decided, speaking to the group assembled in Flick's living room. Flick, Homura, Mami, Sayaka, and Madoka were all sitting in haphazard circle, waiting for her words. "There's two major factions in the universe—the Seosten and the Fomorians. Carmentae is a Seosten, but I should explain the Fomorians before getting into them. The important thing to know is that the Seosten and Fomorians have been at war with each other for . . . an extremely long time. Eras."

"What, like some sort of intergalactic war?" Sayaka asked. "That sounds like something straight out of a sci-fi film."

"And Magical Girls sound like something from an anime," Homura countered. "It seems most stories have a basis in reality."

Pace nodded. "You all know about the Bystander Effect. People forget, but whatever lingers leads them to go on and write about what they saw. Anyway, we're getting off topic. The Fomorians are a greater threat than anything else in the universe. They've destroyed countless planets in their conquest, and the damage they leave on the people is horrifying. Bio-experiments, turning people into abominations, constantly torturing them. Half of all known civilizations have suffered under them."

"S-so we may have to face threats on even that scale?" Mami whispered, wide eyed. She had looked on edge ever since Flick told her about soul gems.

"You? Probably not," Pace said. "Fomorians were banished from Earth. It came at a cost, but they're gone now. The important thing is to understand that these are what the Seosten are up against.

"The Seosten look like us." Now wasn't the time to get into just _why_ the what the case. "But their civilization runs entirely different from ours. For as many planets as the Fomorians have destroyed, the Seosten have enslaved nearly as many. Before anything, their goal is to drive the Fomorians back, to keep them from conquering _everything_."

"Then what are they doing on Earth?" Flick asked. "You said there were no Fomorians here."

Pace sighed. "This is where things get complicated. You know the Seosten are assholes. They see themselves as superior to all other species, and they don't care about using everyone else to accomplish their goal. They don't care who suffers—actually, most of them enjoy tormenting us. For the majority of them, that noble goal of keeping the Fomorians away is all but forgotten. Oh, they still focus on it, but they're just as obsessed with their image."

"Why?" Madoka asked, shrinking in on herself a bit. "Wouldn't it be better if they worked with everyone to fight the Fomorians? Why can't they be allies with us?"

_If only, _Pace thought. She wished she didn't have to take away this girl's innocence—the same way she had lost hers that night she almost killed her friends, all because they weren't human.

"Again, they think they're superior," Pace said. "They're so arrogant that they think their way is the best. That the universe would be doomed without them. Maybe we do need their help, but they want control above all else. That's why they created the Heretics."

All the girls stiffened at the term. Which was good. It was easier to reveal the truth to people who didn't believe in that hero and justice crap.

"When a person's blood mixes with that of an Alter, they gain the Alter's powers," Pace explained. "For a long time, Heretics were people who stumbled upon powers in a fight with a Nocen—that's what we call evil Alters. They chose to fight monsters who prayed on humanity. Which was good, until the Seosten came along.

"There's a special kind of Alter called a Reaper. They're attracted to death, but they don't kill. Unless they go insane. That's when they become Hangmen and cause carnage to feast on death.

"When a person bonds with a Hangman, they get a special ability. To steal the powers of any creature they kill."

"That's . . ." Flick looked green.

"Shit," Sayaka muttered.

"That sounds awful," Madoka gasped.

Mami's stare somehow grew further.

Homura nodded.

"It's scary," Pace said. "And it gets worse. The Seosten captured one of these Hangmen, and they used it to make a contraption that turns people into Hangman Heretics. It's called the Heretical Edge. They created a school called Crossroads, letting people believe that a hero called Hieronymus Bosch created the Edge. They took people in, teaching them that everything not human was evil."

"That created a genocide, didn't it?" Homura asked.

"Exactly," Pace said. "There's a second school, the one I come from, called Eden's Garden. They use apples that are grown from the same stuff as the Edge. They don't kill everything on sight, only because they enslave whoever they let live. The Seosten control that too."

"So the Seosten keep their subjects in line through Heretics," Homura said. Wow, she was picking up on this fast.

"Heretics are some of the scariest opponents you could fight," Pace said. "And the Seosten can possess them for the war against the Fomorians. _Everything_ ties back to them, including what's happening in this city."

That got all of them to perk up. Homura especially—she was practically glaring at Pace.

"I don't know the specifics," Pace admitted. "But they're interested in what's going on in Mitakihara. They sent Lemuel to turn Sayaka—" the girl in question glanced down, "—and left Carmentae here to watch over the city and report back to them. They're expecting something big. Whatever is going to happen, they want to take control of it."

Homura scowled.

"So she's been stalking us?" Mami asked.

"All of you," Pace confirmed, "and one other girl. She's . . . a special case."

"Special?" Madoka asked.

"This girl is the closest living relative to Bosch," Pace said. "There's this thing one of his descendants made called a blood vault, and only the closest living relative can open it. Whatever is inside the vault, the Seosten want it. They have control of the second closest relative, so they want this girl dead so they can get in."

"Sheesh, talk about a rough hand," Sayaka commented.

"You have no idea," Pace said. "The only reason she's lasted this long is because the headmistress of Crossroads, Gaia Sinclaire, took her in years ago. Gaia trained her to defend herself, and with some help put a whole bunch of protection spells on her. Nowadays, this girl is Gaia's personal agent, accomplishing tasks Gaia herself can't get involved in. The Seosten are always keeping an eye on her, waiting for the right chance."

Somewhere in Pace's monologue, Flick had stiffened. Her eyes were wide, and she looked to be holding her breath.

"Flick?" Pace asked. "Are you okay?"

"Do you know this girl's name?" Flick asked.

"Yeah," Pace said. "Her name is Avalon Sinclaire. You know her?"

* * *

Kyoko knew the girl was following her. She had noticed it since the start, though that had been in a more populated area of the city. As she traveled further into the slums, the girl continued to follow from a distance. Kyoko had to admit this girl was good, ducking into all the right places and staying at that perfect distance to keep up without being spotted.

Still, Kyoko had been keeping her eyes and ears open for as long as she could remember. People _didn't_ sneak up on her, not since she had learned to distrust everyone. The only exception was that Homura Akemi girl. Somehow, she had gotten in front of Kyoko to catch her attention. She'd certainly had it, especially after talking about wanting help against Walpurgisnacht. That girl seemed so sure about her intel, and even Mami trusted her. While Kyoko's interactions with her were brief, she was certainly interested in Homura Akemi.

As for the girl following her, Kyoko had no clue what her business was. Based on the magical signal coming from her, she was clearly a Magical Girl. The question was, had Mami known about her, or was she trying to carve a piece of rich territory for herself? Either way, she was a threat, and Kyoko knew how to deal with those.

She waited until she got deep into the alley, leaning against the wall. She pulled a bag from her pocket, containing a piece of fresh bread. After taking the bread out, she made sure to take a bite of it before speaking.

"You can come out, you know? I've been aware of ya this whole time."

The girl dropped down from the rooftop, landing in front of Kyoko. Yup, definitely a Magical Girl. Her ring had a light brown gem in it, clearly her soul gem. It matched her eyes and hair, which Kyoko had to admit were pretty. This girl must have taken good care of herself. She returned Kyoko's smirk, hers showing all her teeth.

"You must be really perceptive," the girl said. "Most people don't notice me until my weapon is in their back."

"How about we cut to the chase?" Kyoko asked. She transformed, whipping out her spear and pointing it at the girl's throat. "The hell are you doing, stalking me like this?"

"You aren't flattered?" the girl asked. "I could be a secret admirer."

Kyoko showed how flattered she was by inching her weapon so that it pressed against the girl's throat. In response, she growled, glowering at the tip.

"It's rude to point sharp things at people," she said. "I might have to get violent if you don't put that away."

"How about you shut up?" Kyoko asked. "And only talk when I let you."

The girl vanished. There was a blur, and she was gone. No, wait. Kyoko spun around.

Too late. The girl's fist collided with Kyoko's chest, knocking her off her feet and taking away her breath. The remains of her bread went flying, landing in a puddle. Her weapon fell from her grasp, leaving her on the ground defenseless.

That girl hadn't even turned into her Magical Girl state.

"Alright, little girl," her attacker said. "I am not happy, but I can let it slide this one time. After all, our partnership will be different from what I am used to. A grudge might get in the way."

"Partnership?" Kyoko groaned. "What are you talking about?"

"I recently got a wealth of information," the girl said. "I'm willing to share it with you, if you work with me."

Kyoko blinked. "You're gonna have to give me more than that."

In response, the girl pulled out a knife and cut her own arm with it. Kyoko scrambled back at the sight, shouting a string of expletives. That distance didn't stop the crazy girl from appearing at her face in an instant, kneeling down to grab Kyoko's arm. Kyoko tried to yank her arm free, but the girl's hold was ironclad, and there was nothing Kyoko could do to stop her from cutting Kyoko's arm.

Gritting her teeth, Kyoko tried once more to pull away. Her struggle was pointless, and the girl holding her only seemed amused by her efforts. She slammed her arm against Kyoko's, smearing the blood together.

"The hell is wrong with you?" Kyoko barked. Then, she paused.

Power. It was swelling within her. She could feel it coursing through her body, building more with each passing second. It was like her soul gem had doubled—no, _tripled_—in energy. With the power came a sense of clarity. She looked at the cracks in the alley floor, and when she looked away, she could remember each crack perfectly.

"You like that?" the brunette asked. "There's more magic out there than what Kyubey gives you girls. So much more. I can tell you all about it, and about the juicy secrets Kyubey is hiding from you. If you work with me."

Part of Kyoko wanted to spit on the girl who had attacked her so suddenly. Something was clearly wrong with her head, and Kyoko wanted nothing to do with that, not to mention how pissed she was.

But she couldn't deny the power in her. If this girl had access to all that and more, wouldn't Kyoko be a fool to turn her down?

_If she gets too crazy, I could always ditch her. Even if she's stronger, I just gotta run at the right time._

"I'm listening," Kyoko said.


	14. Chapter 14

Chapter 14

_Alright, Flick, you can do this. It's just having a conversation with your new friend, the same as any other day. Sure, you're going to ask her if she's some magical secret agent, but you've had weirder conversations with your classmates before. And yeah, part of your mind can't stop wondering if it really was a coincidence that she transferred the day after your wish, but she doesn't seem like a bad person. Even if her mother runs the school that teaches people that anything not human is evil and must be killed. It will be fine._

Yeah, she wasn't doing the best job at convincing herself. Flick almost didn't push open the door to the school roof. It wasn't like she had promised to meet with Avalon every day, right? She sighed. No, that wasn't an option. She needed answers, if not for her, then for her friends.

Flick pushed the door open.

As usual, Avalon was sitting on the bench, eating a lunch far more complicated than anything the cafeteria could provide. She looked Flick's way as the door opened, nodding in acknowledgement. Flick waved back.

"Chambers," Avalon said as soon as Flick sat down. "You okay?"

Oh, well this was off to a great start. Flick had tried composing herself before this, too.

"About that," Flick said. "Can we talk?"

Avalon raised an eyebrow. "Depends what you want to talk about."

God, Flick didn't want to do this. After losing her world that one night, having someone she could talk to had kept her from losing her sanity. Avalon had been Flick's connection to a normal school life, someone who could ground Flick in reality. How would their conversations change after Flick brought up the other girl's secrets? Would Avalon pull away to protect herself? Would she have mixed feelings toward Flick for knowing of magic, as Flick had toward her?

"Some time today, Chambers," Avalon said, making Flick blush. Whoops.

"It sort of has to do with your mother," Flick finally said.

The reaction was immediate. Avalon's shoulder's stiffened, and her eyes narrowed. She seemed to slightly lean away from Flick as she said, "What?"

"Sorry," Flick said, unsure what she meant. "I was just wondering . . . you said your mom runs a business, right? Or is at least someone important?"

Avalon nodded.

"What is her business?" Flick asked. "Is it one I've heard of?"

"Not likely," Avalon said.

Silence.

"What does her business do?" Flick asked.

"It's a school," Avalon said. "It's based in America, but it searches for candidates all over the world.

"Sounds fancy." Flick forced a smile. "What's it called?"

"Crossroads."

Oh.

Well.

_Shiiiiiiiiiiiiiiiiit._

"That reminds me." She couldn't keep the tremble away from her voice entirely. "What sort of injury did you have before transferring here? You seemed all healed from it when we first met."

"Chambers," Avalon said. "What does that have to do with my mom?"

Flick could only offer her a shrug.

Avalon sighed. "I broke my leg, that's all."

"How?" The question left Flick's lips before she could consider.

"Falling down the stairs." The answer felt rehearsed.

"Seemed unlikely for someone as . . . poised as you," Flick said.

"It can happen to anyone."

"Why didn't you return on crutches?"

"It's complicated."

"How?"

"Do you want to see my hospital records?"

"That's not what I'm asking."

"Then what are you asking, Chambers?"

"Are you a Heretic?!" Flick's words came out in a single breath, and she realised she hadn't been breathing at all for the last few seconds. She inhaled.

The terrible, agonizing silence returned. Avalon began tapping the bench with a finger, making Flick tense more with each tap. Just as Flick felt ready to burst, Avalon finally spoke.

"What do you know?"

"That there are thousands of species out there," Flick said. "And that Heretics hunt them to keep humanity safe. Heretics from Crossroads and Eden's Garden steal powers from what they kill, and they're taught that anything not human is evil. Your mother is the headmistress of Crossroads, and you're . . . her personal agent, or something."

Avalon shook her head. "You're not wrong, but it's more complicated than that."

"Tell me, then," Flick pleaded. "Why are you really in Mitakihara, Avalon?"

"Why? Because of you, Chambers," Avalon said, confirming Flick's worst fears. She wanted to ask a follow up question, but she couldn't find her voice.

"My mom detected a magical signature surrounding you, increasing in intensity," Avalon continued. "I'm supposed to investigate that. It just so happened to surge the day before I transferred in."

_Investigate. _Avalon. Her friend. Her friend was investigating her. Flick was her assignment. She would abandon her, like her mom. Except her mom and been kidnapped and tortured for her because of magic and _it always tied back to fucking magic why did it have to INVADE HER LIFE AND RUIN EVERYTHING—_

"Chambers? Hey, Chamber!" Flick could barely hear Avalon. Her head was spinning, and she couldn't make out the roof. No, she was back on that road, the necromancer taunting her, helpless, alone.

Flick couldn't breathe.

"Felicity!" Hearing her first name come from Avalon snapped Flick out of her spiral. She gasped, turning to the girl with wide eyes.

"You're pale," Avalon said. "And shaking."

Oh. So she was. Flick lowered her head, staring at her trembling hands clasped on her knees.

"You need to get to the nurse," Avalon said.

"No!" Flick yanked the other girl back to the bench as she tried to stand. "Tell me everything. Please."

Avalon looked her over, before her eyes settled on Flick's. Seeing something in them, she nodded.

"Gaia saved me," Avalon said. "Years ago, there was an attempt on my life. I would have died had she not intervened. After that night she . . . took me in. Taught me everything there is to know about magic, or at least as much as I could learn. She knew there would be more attempts to kill me, so she trained me. It's thanks to her that I'm here now, in more ways than one."

"And Crossroads?"

"Crossroads," Avalon grimaced, "is far from perfect. Many of the staff know not all Alters are evil, but the majority believe the lies. Making any overt attempts at change would only end in my mom being removed from her position, and arrested if not killed. Believe me, my mom tries her best to help Alters, but she can only work in secret.

It felt like a heavy weight was starting to lift itself from Flick's chest. "What about me?" she asked. "Why am I so important?"

"You?" Avalon snorted. "You're the daughter of the woman who raised a rebellion against Crossroads that was so successful, they had to erase everyone's memory of it."

Flick blinked. "You're joking."

"Not at all," Avalon said. "Your mom was a hero, Flick. Gaia cares for her greatly, and would restore her memories if she felt it was safe to do so. She cares about you, too."

"And you?" Flick found herself asking.

Avalon glanced away. "I don't know. At first, I focused on getting information from you, but . . ." She turned back to Flick. "Look, I'm not great with this whole heart to heart thing, so I'm only going to say this once. I'm no longer just talking to you for information."

It took a second for Flick to figure out the meaning of her words.

_Avalon . . . cares?_

Sure, the girl didn't say it, but if anything, that made her statement more genuine. If she wanted to manipulate Flick, she could say she considered Flick a close friend. She could have probed more in the past. Hell, what Avalon had said about her mother matched with Fossor's words. He had said her _rebellion _couldn't kill him."

Still, Flick found herself asking, "How do I know I can believe you?"

"That's on you, Chambers," Avalon said. "Believe me or not, it's your choice. I won't force you to trust me."

_In that case . . . can I trust her?_

Flick began to ruminate on the question, only to be forced out of her thoughts with a gasp. Her gaze snapped to her ring, where her soul gem was emanating a familiar energy.

_Oh no, Oh, no no no no not now!_

There was a labyrinth. Newly formed, but about to hatch. And from how close it felt, it had to be at Mitakihara High.

* * *

"She really that important?"

Kyoko asked the question as she leaned against the rail of the walkway. She bit into an apple, keeping her focus centered on the brunette in front of her.

"Important enough to kill," Carmentae said.

"Alright, then," Kyoko said. "So is she the reason why you're here, or is it that Kaname girl?"

"Both and more," Carmentae said. "Sinclaire is important, but my people have a great interest in Kaname. And there are others in this city. I was told to watch everything."

"What now, though?" Kyoko said. "You ain't gonna be able to spectate forever. Are you going to tell your people everything? Honestly, I would in your position. Don't you want the fancy treatment you'll get?"

Carmentae's eyes darkened. "My people would hurt them. Kids. They would suffer like I did."

"Right, right," Kyoko said. "So how does Magical Girls turning into Witches connect to all of this?"

Yeah, that had been a shock. Honestly, learning everything Kyubey had hidden, along with the existence and influence of an intergalactic empire, had nearly been too much for Kyoko. She had stayed up all night pondering it before coming to a decision. All that dire shit sucked, but her main objective in life hadn't changed. Kyoko would survive.

"They hid much from me," Carmentae said, "but I know my people do not like to waste a single resource."

Kyoko took another bite. "Ya think Kyubey is working with them?" she asked with her mouth full.

Carmentae chuckled. "My people don't work _with _others. Others work _for_ us."

Kyoko rolled her eyes. As if Kyubey cared. If the Seosten thought themselves so above everything, she would like to see how they would react to Kyubey's trickery. Cause there was no way that thing wasn't deceiving them.

"Get to the point," Kyoko said.

"Imagine this," Carmentae said with a smirk. "Seosten throwing Witches at our enemies, trapping them in labyrinths to be Witch food. Taking the most powerful Witches and using them in the war with the Fomorians."

"Wouldn't less Witches keep Magical Girls from contracting?" Kyoko asked.

"As long as they space out their spoils, there will be no problem."

_They. _It seemed Carmentae didn't think of herself as one of them as much as she wanted to believe.

"You have no way of proving this, ya know?" Kyoko wasn't one to care much for concrete proof, but she still felt the need to point that out."

"I don't need it," Carmentae said. "It's obvious."

Kyoko could accept that. There was one thing, though.

"Walpurgisnacht is coming," Kyoko said. "I bet the Seosten want her."

"Walpurgisnacht?" Carmentae shook her head. "They go for the best tool possible. That would be Madoka Kaname."

"Possession," Kyoko said. She still didn't have a handle on that new ability of hers, though it didn't help that Carmentae wouldn't let Kyoko practice on her. Especially since the angel believed Kyoko got her enhanced version of possession. "They gonna possess Madoka once she contracts?"

"Not quite," Carmentae said. "I believe my people have been working toward Madoka's despair for some time. Why else would they turn Sayaka into a wolf? She's suffering, and with a single wish, Madoka can save her."

"But she hasn't contracted," Kyoko said.

"Not yet," Carmentae said. "But she's too kind. There will be no stopping her from contracting to help others."

Kyoko barely knew the pink haired girl, but even she could tell Carmentae was right. It was probably only due to the influence of Homura that Madoka had yet to contract.

"If they're putting all this work into making her contract, why won't they possess her?" Kyoko asked.

Carmentae gave her another smirk, this one far more devilish than the last. "As I said, they want the best tool. That is not Madoka Kaname.

"It is the Witch she will become."


	15. Chapter 15

Chapter 15

This was bad. This was very bad. What was Flick supposed to do? A labyrinth was about to spawn in the middle of her school of all places. Was something like this even normal? Hundreds of students might get caught in it! Up until now, most labyrinths had been in remote locations. A few people wandering into one could be explained away by the public, but what about an entire school?

That wasn't important right now. Flick had to save her classmates, above all else. With that in mind, she rose from the bench. She turned to come up with an excuse for Avalon, only to blink in confusion when the other girl rose alongside her.

"Something is nearby, isn't it?" Avalon asked.

"I—yes," Flick said. "How can you tell, though? There's supposed to be . . . something like the Bystander Effect, but to block out anyone who doesn't know about this type of magic."

"It's the way you reacted just now," Avalon said. "I'm used to that reaction. More importantly, what are we facing?"

Flick's eyes widened. "We?"

Based on the look Avalon gave her, she shouldn't have asked. "Right," Flick said. "Follow me."

There was, admittedly, one problem. To find the labyrinth, Flick was going to have to look throughout the school. Except pinpointing the exact location of the labyrinth required her to transform into her Magical Girl attire. Considering how many students wandered the halls during lunch, that wasn't an option. There would be no way for Flick to explain her attire. That, and she would probably get in trouble for breaking the dress code.

She would have to rely on the signal her ring was giving off. Which was far from ideal. Flick stared at it, as though willing it to work more efficiently.

"What are you doing?" Avalon asked. Flick blushed when she realized the girl was staring at her with a raised eyebrow.

"I can trace the magical signal using this ring, but it's difficult."

Avalon nodded. "Hand me the ring."

"Huh?"

"We don't have time to waste, Chambers."

"It won't work," Flick said, but she took off her ring regardless, placing it in Avalon's waiting palm. "Only I can sense anything from—"

"The nurse's office."

"Bwuh?" Flick leaned back.

"I have electroreception," Avalon said. "Whatever signal is going off in there, I can't feel. But there's a link between that and the—the enemy. I can trace that no problem."

Okay, wow. Flick clearly wasn't as used to the potential of magic as she thought. For whatever reason, it was the small things, like Avalon connecting to her soul gem's signal, that continued to impress her. Maybe she was too used to insane fights with odd creatures at this point.

Not needing to say anything else, Flick and Avalon made their way to the nurse's office. As she got closer, Flick's senses started to scream at her. She felt the urge to turn tail and run as far away as she could, to the point where she was starting to sweat.

_What the hell? I haven't even gotten into a fight yet._

Even so, she couldn't help but feel a mounting tension, threatening to boil over at any moment. It did so, the moment she pushed open the door.

Only one bed was occupied, by a dark skinned, blonde haired girl. Her eyes were closed and her chest wasn't moving. She had a pained expression on her face, and her hands were clenched even in death. Swirling next to her was the signature black pattern, representing a Witch's labyrinth. It pulsated with energy, looking ready to burst outward and encompass the school at any moment.

As for the two nurses who should have been watching over the girl? Each had punctured their throat with needles, and were in the process of bleeding out.

Flick gasped, putting a hand over her mouth both in shock and to stop herself from vomiting. This . . . this wasn't like anything she had seen from a Witch! What was happening?

Before she could even begin to guess, the labyrinth sprung to life, putting the lives of every person in Mitakihara High in peril.

* * *

"_Mami!_"

Mami jerked, the pencil in her hand sliding across the paper. She scowled at it, seeing multiple test questions blighted by the line she would now have to erase.

"_What are you doing here, Kyubey?_" Mami asked, bringing her eraser to her page. "_Weren't you killed?_" There was no surprise in her mental tone.

"_I have multiple bodies,_" Kyubey said. "_But that's not what's important right now! A labyrinth just formed in Mitakihara High!_"

Mami's eyes widened, and the eraser froze. She dropped it, ignoring the test entirely. A labyrinth forming in such a crowded place was bad enough, but . . .

"Flick!"

Most of the class turned to Mami with questioning stares, and a glare from the teacher. She flushed, whispering an apology before looking down at her test.

"_Is Flick alright?_" she asked.

"_She's in the labyrinth right now. I don't know what's happening to her._"

No, no, no! Flick was capable enough to handle a Witch on her own, but if she got caught up having to protect all the bystanders . . .

_I have to help her._

Lunch was right after the test. She could make her way from the roof, transform, and jump off. No one would notice, and she could explain her absence by saying she felt too sick to move after getting somewhere remote.

"_Don't tell the others,_" she said. "_They don't need this distraction from class right now._"

"_If that's what you want._" His presence vanished, and Mami's pencil flew back onto the paper.

She had never finished a test so quickly.

* * *

The labyrinth was dark. So dark that Flick could barely see her hand in front of her face. The only signs of life were Avalon's breath beside her, and distant skittering.

"Don't move," Avalon said, and Flick immediately stilled. "There are people in the room with us. Something's not right with them."

"What do you mean?" Flick asked.

"No one's moving. They're breathing, but they're standing still. I don't think they even realize where they are."

So they were in a trance. That was both good and bad, since Flick wouldn't have to waste time explaining what was happening, but no one would be able to run from danger. Flick wished she had whatever night vision Avalon must have been using. Maybe then she could protect them better.

Avalon muttered something, and then a light sprung from her hand. Or rather, it sprung from pen she was holding. It was like one of those flashlight pens, except not, because the whole object was glowing.

"Was that . . . a spell?" Flick asked.

"It is," Avalon said. "Gaia taught me plenty to use if I was in danger."

That was, frankly, a relief. As powerful as Magical Girls were, they were limited by their own abilities. From the sound of it, Heretics had endless potential.

Avalon handed her the light. "The creatures in here are waking up. I can protect everyone in here if you deal with—"

"The Witch," Flick said. "Right." She shone her light around, getting a good idea of the labyrinth. It seemed to be a single chamber which all the students had been thrown into, separated by jagged rocks and crevices which spider-looking creatures were beginning to crawl out of. "I'll trust you with them," Flick said, unsure of how Avalon would even fight without a weapon.

Now wasn't the time to worry about that. Her light stopped on a crevice bigger than any other, leading to another open room of the cave. Chances were, the Witch would be on the other side.

"Good luck," Flick said. Then, she made her way to her fight.

* * *

Considering the darkness, it was probably unnecessary to wait until Flick left before fighting. Even so, despite how much Avalon had told her, there were some powers she . . . would rather keep hidden.

It felt shitty. Already, she had kept so much from the other girl. Flick had found out about Avalon through another source, and that had blown up in her face. Gaia had warned her of the possibility, of course, but having to talk her way around Flick was far from easy. Sure, she had simply told the truth, but not _all _of it. And considering what was now happening, she was beginning to wonder if she should have.

_Not yet. I can't risk him finding out about me._

It was time to fight. Avalon's grip tightened around her newly formed knife. She hadn't exactly planned on adapting the same fighting style as the shark-toothed man who had nearly killed her, but it ended up being convenient in many ways. After his blood had mixed with her own during that fight, giving her all the abilities he had, it made sense that she would use them in a similar way. Especially since—

A spider, tall enough to reach Avalon's waist, leaped out at the nearest victim, a male student her age. She threw her first knife, not at the spider, but in front of the boy. Once it struck the ground, a forcefield sprung up, surrounding the boy as a dome and protecting him from oncoming attacks.

Avalon's second knife struck the creature, and the poison she had infused the blade with killed it instantly. It screeched as it died, spurring multiple others to spring out at once. A few went for Avalon, while others went for the defenseless students and staff.

There was no way for Avalon to put a forcefield around every student. Instead, she made more knives appear in her hands. Rather than deal with the threats on her, she used the enchantment on one knife to teleport her a few feet away, leaving the area around her open enough to throw. She did so, sending all her knives in various directions to strike as many spiders as possible.

Not enough. Three spiders reached their targets, landing on their backs and biting into their necks. More knives took care of them, but the wounded silently fell to the ground.

Too many were going to come out of those cracks. They had to be dealt with. That in mind, Avalon threw more knives, these ones enchanted with an ice spell. Every crack that got hit by one froze over, the wall of ice stopping any more spiders from coming out.

There were still plenty crawling around the walls of the chamber, though. If all these people didn't move, more were bound to get hurt.

_I don't have a choice. Ugh. No matter how much time passes, I'll never stop hating these things._

Avalon used her _other_ ability.

* * *

"Three were wounded, but they're alive."

Those were the first words Avalon said to her as the labyrinth fell. The Witch, a large cocoon with multiple spider limbs sticking out of it and attacking her, had taken too long to deal with for her liking. Sure, it wasn't much longer than it took her to kill any other Witch, but people's lives had been at stake, and every second had counted. Flick had nearly expected Avalon to announce at least one person had died.

"Will they be okay?" Flick asked.

"As long as paramedics get here in time," Avalon said. "I don't think those spiders had any poison."

"Thank God for that," Flick muttered. "More importantly, what the hell was that? It was as if the labyrinth came from . . ."

She turned, staring at the dead girl on the hospital bed. This was going to look awful for her and Avalon.

"I guess we don't have time for me to explain things," Flick said. "The short version is, this cat-like creature called Kyubey looks for girls to make a contract with him. They have one wish come true, and become Magical Girls with the power to enter those labyrinths and fight what we call Witches. Witches can't be dealt with by Heretics, since they have their own type of Bystander Effect."

"If you want to talk more, it should be on the roof, Chambers," Avalon said. "The trance on everyone probably hasn't worn off yet, but if we're seen here when it does . . ."

Flick's eyes widened. "Oh, right! But . . . what about them?" She looked at the nurses and the girl. What had happened here? Flick felt like she knew, but instinctively pulled away from that truth.

"Someone else will find them. Come on."

"_Flick! Are you okay?_"

That voice. "_Mami?_"

"_Oh, thank goodness. I was so worried!_"

"_What are you doing here?_" Flick began making her way to the roof with Avalon, thankful for the other girl's silence while she talked with Mami.

"_Kyubey told me the school got caught in a labyrinth. Is everyone okay?_"

Flick remembered the sight in the nurse's office and felt herself pale. Her silence was telling.

"_What happened?_" Mami's mental tone was far more somber.

"_Two nurses and one girl are dead. But, Mami, they were dead before the labyrinth finished forming._"

"_Huh?_" Mami asked. "_Was it the Witches influence?_"

"_On the nurses, maybe, but the girl had no injuries. And it looked like she was the source of the labyrinth._"

This time, it was Mami who was silent.

"_Mami?_"

"_That can't be it. Come to the roof, and we'll ask Kyubey._"

"_Right. Should I bring Avalon with me? She's good. If it weren't for her, many more would have died._"

"_Is she with you already?_"

"_She is._"

"_Then let's talk later. Right after school._"

With that, Mami shut off the mental projection, leaving Flick to wonder what that was about.


	16. Chapter 16

Chapter 16

Flick told Avalon everything.

Yeah, it might have been a dumb risk, but Flick didn't leave anything out of her explanation. If she did that, and there was information Avalon needed to know later, then they would all be in trouble because Flick couldn't extend her trust. So maybe hiding things would have been expected from her, but she didn't care. She told Avalon about how she contracted, about everything she knew of Mitakihara, and about all they had been through since Flick first saved Mami. Even that they wanted to help Carmentae wasn't left out.

During the entire explanation, Avalon hadn't said a word. She had hardly seemed to react to any bit of information Flick revealed. There were no shocked questions, no requests for clarification, not even a blink when Flick showed Avalon the container for her soul.

After that, everyone else began to wake up. The common consensus seemed to be that there was a gas leak somewhere in the school, and everyone was sent home, along with school being closed for at least the remainder of the week. Once that piece of information had reached Flick and Avalon, the raven haired goal had finally spoken. It was due to her words that they were now in a random, empty section of forest near the city, with Mami on her way.

"You don't have to do this for us," Flick said, adjusting her ring on her finger. Avalon's offer would honestly help her, but didn't the other girl have her own safety concerns to worry about?

"I want to," she said. "And you'll need to know a few spells to get by against certain threats. You should have as many tools to protect you as possible."

Well, she wasn't wrong. Avalon's offer had been to train Flick and Mami in magic, since they were the oldest of the Magical Girls. They would spend Flick and Avalon's time off learning as many spells as possible, with Mami joining in after school.

Speaking of Mami, there she was, approaching them in her school uniform. Her shoulders were tense, and she eyes Avalon warily, but she was still willing to approach, even extending a hand as she reached the Heretic. Avalon accepted the handshake.

"Avalon Sinclaire," she said.

"Mami Tomoe," Mami said. "Thank you for your gracious invitation."

"You're trying to protect those kids," Avalon said. "You need as much preparation as possible."

"Speaking of which," Flick said. "How are they?"

"Kyubey is watching over them," Mami said. Seeing the look on Flick's face, she sighed. "I know. He wasn't honest with us, and I won't blindly trust him again. But he still wants us alive, at least. He's the one who told me you were in danger. If something happens with the other girls, he will tell us."

Flick supposed she couldn't argue with that logic. "In that case," she said, "we should get started." She turned toward Avalon. "So, what spell are we learning first?"

Avalon snorted. "Today? You're not learning any spells. There's plenty to know about magic before you even cast your first test spell. All the different types of magic, what casting a spell means, and how to be the most efficient about it. I may not have officially taken classes in Crossroads, but most of the teachers still made the time to teach me. Want to know what the first thing I learned about magic is? Magic is not fast."

Oh.

This was going to take a while, wasn't it?

* * *

A few hours later, Flick and Mami had crammed in enough knowledge that Avalon assured them they could cast their first spell tomorrow. Honestly, as much of a hands-off lesson as it was, Flick had still been fascinated. It was about _magic _after all. That beat anything she could learn in Calculus.

Granted, it probably helped that her teacher was Avalon. The girl made sure you understood what you needed to know, and didn't waste time. Also, she was far more beautiful than any of Flick's other teachers. Occasionally, Flick had almost lost her focus on the lesson, too distracted by, well, blatant staring. Sharp looks from Avalon had put a stop to her daze every time.

Once the sun had begun to set, they had called it a day, going their separate ways. Flick finally exchanged numbers with Avalon, then went with Mami to meet up with Sayaka and hunt Witches. Right now, they were crossing a park, which seemed to be empty.

"_Something's off about that girl._"

Flick and Mami paused by a bench, looking at the creature standing on it.

"Kyubey?" Flick asked. "Did something happen?"

"I was curious about Avalon Sinclaire," Kyubey said, choosing not to talk in their minds. "She's another anomaly."

"Like Homura?" Mami asked. She gasped. "Are you saying she's a Magical Girl?"

"I don't sense her as one," Kyubey said. "That's what makes her an anomaly."

Flick frowned. "The fact that she isn't a Magical Girl makes her an anomaly?"

"It's not just that," Kyubey said. "I sense no potential from her. Everyone has at least some potential, though only a few have enough to contract. She has none at all."

No potential? Was that because she was a Heretic? No, because Kyubey clearly knew about Heretics, and would have said outright if that was the reason why Avalon had no potential. So what could have caused her to lack any potential? Would she possibly know the reason? Or did she know already?

Flick shook away the thought. Avalon didn't have to tell her every bit of information she knew. After she had already opened up so much, Flick wouldn't expect more from her. Besides, the presence of Kyubey caused other thoughts to be on her mind.

"Changing the subject," Flick said. "You know what happened earlier, right, Kyubey?"

"A labyrinth formed in Mitakihara High," he said. "You did well to deal with it so efficiently. Only the two women who had been kissed died."

"And a girl," Mami said. "What happened to her. Did the Witch possess her? Or was it a Familiar that ate her and became a Witch in that moment?"

"Neither," Kyubey said. "What Flick saw was the natural formation of a labyrinth. That girl had just contracted, but made a grave error in her wish. She fell to despair almost immediately."

Mami and Flick stared at each other. What was Kyubey saying? Was he implying . . .?

The feeling from earlier had returned. To turn back, to stay ignorant. She couldn't shake the idea that she was about to learn something there was no turning back from. As the feeling grew, she changed into her Magical Girl attire. Mami followed suit.

The sun was behind Flick as she asked her questions. "What do you mean? Who was this girl, and what was her wish?"

"The girl was Sakuichi Hotanate," Kyubey explained. "The top of the class at Mitakihara High. She got there due to constant pressure from her parents, and she felt like she was falling apart. Since she had the potential, I made a contract with her. Her wish was to know everything there was to know."

"Omniscience?" Mami asked. "How would that work?"

"She would merely need to ask a question, and it would be answered for her," Kyubey said. "Within limits, of course. There are some creatures and species whose magic far exceeded hers, so she would have no way of answering questions about them. Even so, she first used her power to figure out all about Magical Girls and Witches."

Silence proceeded his explanation. Neither Flick nor Mami could bring themselves to ask the question on their minds.

Finally, Flick swallowed, forcing it out. "What did she learn?"

"She saw the final form of Magical Girls," Kyubey said. "When you fall to despair, you transform. After all, adolescent girls will one day grow into women. Doesn't it make sense that Magical Girls grow into Witches?"

That . . . was a joke, wasn't it? Kyubey had to be messing with them, as a way to prove he was more human than they thought or something. He couldn't have been telling the truth. If he was, did that mean they would all become murderers one day? No, Flick couldn't accept that.

But Kyubey had never joked before. He hadn't lied, either. Hidden things, yes, but he never lied.

Before Flick could even begin to assess her thoughts, she felt metal press against her sleeve.

_What?_ Flick turned to the sleeve holding her soul gem, only for her breath to leave her at what she saw. Mami, eyes wide and wild, pointing a musket at Flick's soul gem.

"M-Mami?!" Flick tried to pull her sleeve back.

"Don't move!" Mami blurted. "I-I'll shoot if you do." She was shaking, but Flick had seen her in action enough to know she would keep her word. Flick stayed frozen, her heart pounding in her throat.

"What are you doing?!" Flick implored. Mami didn't even seem to be listening to her. Despair was clear on her face, which contorted while she tightened her grip on her musket with both hands. Her entire body was quivering, and she leaned back as she spoke, keeping her eyes on Flick.

"Is it true, Kyubey?" she asked. "We're all going to turn into Witches?"

"It is the fate of every Magical Girl who lives long enough," Kyubey confirmed, and Flick wanted to strangle him. Why wasn't he trying to calm her down?! Couldn't he at least give her the news in something other than that voice filled with false cheer? Or was this what he wanted?

"Mami," Flick tried approaching. "We can get through this. We've gotten this far."

Mami shook her head violently. "If we all turn into Witches . . ." she choked, "then we all have to die!"

"No!" Flick met Mami's crazed eyes, trying to bore into them with her own. "We don't have to accept it, Mami! We can figure out a way!"

"How?!" Mami demanded. "Has anyone else avoided our fate?"

"No one has ever avoided it," Kyubey said.

"We have no choice!" Mami yelled. "Can't you see?"

"So this is what you want?!" Flick tried using her stealth power. The moment she did so, ribbons burst from the ground below her. She had no time to dodge before they wrapped around her, pinning her legs and arms together and wrapping around nearly everything below her chest. Only her sleeve with her soul gem was left exposed, and turned back toward Mami's line of fire as she lifted Flick into the air. "Mami!" Flick shouted. Jerking in the ribbons did nothing to free her.

"Don't try to run!" Mami ordered. "I don't want this, but I can't see my friends become murderers!"

"So you'll become one yourself?!" Flick pleaded. "This isn't any better, Mami!"

"Why not?" Mami asked. "Wouldn't you rather avoid the pain of becoming a Witch?"

"I don't wait to die. Please, Mami! We all made wishes to live for. I won't fall to despair, if it means I can see my mom again. I'm sure the others are the same. Sayaka has Kyosuke, and Homura her mission. Even Kyoko must have a reason not to give in!"

Somehow, Mami's eyes widened even further at the mention of Kyoko. Her hands stopped shaking, and she took a deep breath.

"I wish I could have convinced you," she said. "I'm sorry, Flick. I'm so, so sorry."

"Mami, wait!" Flick screamed, making one more desperate attempt to break free. It didn't matter, as Mami put her weapon mere centimeters from Flick's soul gem.

_But I never got to see my moth–_

Mami fired.


	17. Chapter 17

Chapter 17

"You were going to save her."

"Y-yeah."

"Even if it meant taking the bullet? What would you have done after? Are you strong enough to fight Mami Tomoe?"

"N-no. I only needed to touch her."

"Possession, then."

"I-I—I don't—"

"Don't worry. I'm the last person who would judge you for using such a tactic."

"..."

"Tell me, what will you do now? Will you continue to remain hidden?"

"I have to."

"Why?"

"It's, uh, so no one knows Mom regained her memory."

"Your mother?"

"Oh! Sorry. Mama is . . . she's still far away. She sent me to Mom."

"You're referring to Flick's mom, aren't you?" The one a necromancer kidnapped in another timeline."

"She raised me. I've, well . . . been with her as long as I have Flick."

"Why did she send you here, then? Hiding in Flick all day can't be easy."

"I insisted. Mom sent Flick here to keep her safe. She's, um, working in the shadows again, a-and if anyone finds out she remembers everything, Flick would be in danger."

"And you didn't want her to be on her own."

"Uh huh. I-I come out at night and call Mom. She wants me to be happy."

"And safe, I'd assume. Does she know about all this?"

"I . . . I explained it to her. S-she really wants to help. But she can't."

"Because then everyone would know about her. Who was she, anyway?"

"..."

"You don't trust me."

"I'm sorry! I just—"

"It's fine. You're smart to be cautious. That you've said so much proves you're earnest."

"I only want to help."

"If that's true, then perhaps you can assist me."

"Huh?"

"The timeline Flick came from. Do you remember it at all?"

"Sort of? I have Flick's memories, but they're different f-from my own, and it's hard to understand them."

"Flick's mom must be someone important, if people want her to forget everything. Does she know anyone who could help us?"

"I—maybe. I'm not sure. Sorry."

"Walpurgisnacht will be here soon. Make the danger clear to her."

"Is it really that dangerous? Mom never knew about Witches before now."

"No one has defeated her. Even with this many Magical Girls in Mitakihara, the chances of her not killing us all are slim."

"N-no! That can't—"

"I want to end this once and for all. Will you help me?"

". . . Yes."

"Good. In exchange, I won't tell Flick about you. Though you may want to reveal yourself to her soon. Anything to suspend her fall into despair."

"That won't happen. Uh, Flick is, she wouldn't give in."

"Anyone would. Just like anyone would fail to convince Mami Tomoe. I waited to intervene because I wanted to see if she would succeed. I should have known it would end this way."

"She won't give up. Flick . . . she'll find a way."

"You believe in her."

"Mm hm."

"Very well, then. We will talk more tonight. For now, return to Flick. I'll handle Mami."

"You won't . . . kill her, will you?"

". . . I hope I won't have to."

* * *

Flick squeezed her eyes shut, waiting for her consciousness to vanish forever. Her thoughts were a whirlwind that she couldn't even begin to parse, much less come to terms with them. All she could do was wait, wishing things hadn't ended this way.

Except multiple seconds passed, and nothing happened. Flick creaked one eye open, taking in the silence.

Her world was monochrome. Everything was frozen around her, unnaturally still. Even Mami wasn't moving, her eyes closed as she fired. The bullet itself was practically brushing up against Flick's soul gem, an instant away from shattering it.

The only motion came from Flick herself. Her, and one other. The girl with one hand against Flick's leg was moving, cutting into the ribbons binding her with a knife.

"Homura?" Flick asked. When the other girl finished slicing the ribbons holding Flick up, the rest seemed to fall apart on their own. They began to scatter in different directions, only to freeze in the air when they were no longer touching Flick. As for Flick herself, Homura caught her, put her down, then helped her stand, all while continuing to stay in contact.

"This is the despair every Magical Girl must face," Homura said, turning toward Mami. "This is how each of us meet our end. For Mami Tomoe, the truth was always meant to break her."

Everything was starting to come together. Flick looked Homura over again, understanding the knowledge she possessed. All her past actions, all her cryptid words, the source of them was clear now.

"You've seen this before, haven't you?" Flick asked. Homura stiffened. "You've seen people become Witches, and others break at the news."

"I have," Homura said. "Countless times. There is no avoiding tragedy for Magical Girls. Now, you should understand that fact." She pulled a pistol out of her shield, aiming it at Mami.

Flick's eyes widened. "What are you doing?!" Homura's other hand was still on Flick's arm, and Flick tried pulling on it to get her attention off Mami.

"Mami will not rest until every Magical Girl in the city is dead. She's too far gone to save now."

Flick shook her head. "You can't kill her! Especially not because of what you think might happen."

Homura turned her gaze onto Flick, eyes fixed in a glare. "She tried to kill you, and you still defend her?"

"I'm not giving up on her," Flick said. She met Homura's stare. "I can't."

For a few seconds, the two locked gazes, neither backing down. In those seconds, Flick wondered if she would be willing to fight Homura in that moment if necessary.

"Fool." Homura looked away. "That naivety will get you killed."

Flick winced. She had come far, far too close to dying. Homura herself was the only reason Flick was still standing.

_Even so, I won't abandon anyone._

"Let her go," Flick said. "We can still help her. And . . . you don't really want to kill her, do you?"

Her words were met with moments of silence, before Homura finally sighed. "Very well." She lowered the gun to point at Mami's leg. "We still cannot let her come after us."

Despite herself, Flick bit her lip. It was true that Mami was not in a state to be negotiated with. For now, running was all she could do.

A nod was all she could give Homura, who fired the pistol. The bullet flew from its chamber, stopping after a few inches of travel.

"Are you stopping time?" Flick asked.

"Yes," Homura said. "I'll explain more later. When I unfreeze time, Mami may still try to attack. Stay close to me, or I won't be able to pull you back in with me."

"Got it," Flick said. "Oh, before I forget . . . thanks for saving me, Homura."

Rather than respond, Homura dropped the time stop. Immediately, the bullet sunk into Mami's leg.

Mami cried out, falling onto the ground in a heap. "W-wha?" she squeaked, looking up to see Homura's emotionless gaze, and Flick, who couldn't stop tears from forming in the corners of her eyes at the sight of her friend in this state.

Getting shot wasn't enough to deter the girl. She raised her weapon, aiming and firing at Homura's soul gem the moment she spotted it. When her target vanished and appeared a few feet away, she aimed at Flick instead.

"Mami, stop!" Flick yelled. "You know you can't win in a fight against us both."

Seeing the look on Mami's face hurt more than getting shot would have. "No!" Mami shouted. "Don't you see we're all doomed, Flick?" She turned to Homura. "Isn't that why you've been keeping Madoka from contracting?"

Homura merely stared back, not offering Mami a response.

Mami turned back to Flick. "You're going to turn into a Witch!"

"If I do," Flick said, "you can kill me then. But I'm not going to give up, Mami! I can't."

Her words were met with silence, as Mami's entire being shook. She curled and uncurled her fingers around the gun, before finally lowering it.

"I can't wait for you to kill someone," Mami whispered. "I can't."

The tears that had been pouring in Flick's eyes finally dropped down her cheeks. "I'm sorry, Mami," she said. "But I promise, I'll find a way to save us. There has to be a way. Some form of magic most Magical Girls can't use. I refuse to believe this is the end."

"What if it is?" Mami asked. "What will you do if you find undeniable proof that we'll all become Witches one day?"

Flick considered the question.

"I'll press on. That's the only option I can accept."

With those words, she grabbed onto Homura, and from Mami's point of view, the two of them vanished.

* * *

Being in Homura's home was odd. For one thing, the room they were in felt like a labyrinth, the white walls and floor making some parts feel like they went on forever. The ceiling was made of clockwerk —pendulums hanging from it —and between that and the arrangement of two layers of armless couches, Flick felt like she was in a clock. At the very center of the room was the control center for the holograms on the wall, which displayed various information about Witches and Mitakihara.

Flick sat on one of those couches, with Homura sitting across from her. All of Flick's questions sputtered out before she could ask them, Homura's blank stare always deterring her. There was so much she needed to knew, and she had a feeling Homura had all the answers. Yet the girl had been distant for so long, this might be Flick's only opportunity for answers.

Finally, she found her approach. "What do we do now? Mami might go after Sayaka and Kyoko."

Homura nodded. "I have no doubt about it. If you wish to preserve Sayaka Miki's life, you should warn her to stay away from Mami."

"Right," Flick said. "Is there anything else I should tell them?" she asked, hoping Homura would see what she was really asking. Her heart dropped when Homura shook her head.

"You would be better off keeping the truth about Witches from them. Sayaka especially would be unable to handle the reality of it all."

_She only used Sayaka'a first name. She does that sometimes, like she knows them, yet she tries so hard to stay detached. Who are you, Homura?_

"I can't keep secrets from my friend," Flick said. "Not when it affects them so greatly. I'll keep Sayaka from falling from despair."

"You continue to make such statements," Homura said. "Do you understand how much your recklessness will hurt them?"

"Sayaka finding the truth at the worst time would only hurt her more," Flick said. "At least this way, she'll have people around her to stop her from succumbing."

"Your presence did not help Mami Tomoe."

Ouch. Even though Flick knew Homura was telling the truth, remembering what had happened made her gut wrench. She pulled out a grief seed —the cocoon engraved one she had earned from the Witch Avalon and she fought —and rolled it along her fingers.

"Then do you think hiding the truth from Sayaka will save her?" Flick asked.

Homura sighed. "No. But I don't need you blaming yourself."

"Then let me _try_," Flick insisted. "I would never be able to live with myself if I didn't."

Wait.

"Are you trying to help me?" Flick asked. "Is that why you don't want me to try and fail?"

"Walpurgisnacht is my only goal," Homura said. "Without more Magical Girls to fight her, I will not be able to win."

"No." Flick shook her head. "That can't be it. If it was, you wouldn't be trying so hard to keep Madoka from contracting."

It always came back to Madoka with her somehow, Flick realized. Their first encounter had only happened because Homura wanted to keep Madoka away from the dangerous Witch. Then, she had saved Madoka from the labyrinth, leaving Sayaka to Flick and Mami. From what Madoka had told Flick after everything with Pace and Carmentae went down, Homura had reminded her not to contract that same day during their lunch. Even when waking up after the fight, Flick had noticed the way Homura had perked up at the mention Madoka was with them.

_What is their connection? Madoka has no clue, so it has to be something with Homura. But what?_

"Did you meet Madoka before I came to Mitakihara?" Flick asked.

"My first encounter with her was the day I transferred in," Homura said. "She would have told you."

"Yet you knew her before that," Flick said, feeling that she had to be right.

"No."

_A lie._

"Homura," Flick said. "We need to work together to survive, right? How can we trust each other if we keep secrets from one another?"

Homura's eyes narrowed. "We may be working together, but I won't rely on you. I won't rely on anyone."

"Because you already have," Flick muttered, "and it ended horribly, right?"

A stiff nod was the only response she was given, as Homura clenched her knees.

"I won't tell anyone what you tell me," Flick said. "I promise, if it's your secret to tell, I'll keep it hidden. I'll take you seriously, too. If you think I won't believe you, then remember everything I've seen in these past days."

Had it really been only a few days since she had become a Magical Girl? It felt like months, yet it had been closer to a week. Walpurgisnacht was already supposed to arrive soon. How could Flick feel possibly ready?

"Please," Flick said with clasped hands. "Tell me everything."

The silence lasted for nearly a minute, and Flick began to expect Homura would say no. Then, Homura spoke.

"Very well. I will tell you about the endless maze I have been trapped in for so long."


	18. Chapter 18

Chapter 18

When was the last time Homura had told anyone the truth about her past? She had given up after those early loops, and no variables had ever convinced her to try again. Honestly, she didn't fully understand why she was revealing everything to Flick now. Perhaps so much was different that she had to take the best shot at making this the final loop. Or maybe there was something about Flick, something that separated her from the other Magical Girls.

Either way, she began her story. "I first met Madoka the day I transferred into Mitakihara High. That is the truth. She does not remember that encounter, however. At the time, I was a timid, crippled girl who could hardly talk without stuttering."

"Really?" Flick asked, and Homura prepared herself for disbelief about how she could transfer in twice. "You were a shy girl? I can't see it."

Homura blinked. "That's what caught your attention?"

Flick grinned. "Come on, Homura. I think out of everything you'll tell me, that's going to be the most unbelievable."

Unsure of how to respond to that, Homura decided to move on. "Regardless, it was Madoka who saved me. She was the only one who reached out to me with kindness. And the one who saved me from a Witch."

Flick's eyes widened. "You're saying she was—"

"A Magical Girl," Homura confirmed.

Flick slumped down a bit, hands resting in her legs. "Does that mean we can lose our powers? Even our memories? Wait, is this some Seosten thing?"

Homura shook her head. "Not quite. Regardless, Madoka was working with Mami, and they taught me about Magical Girls. All the while, Madoka considered to show me her kindness. Then, Walpurgisnacht came."

"Walpurgisnacht." Homura saw the gears turn in Flick's head. "That's why you know so much about her. You've fought her before."

"I did," Homura said. "And I saw how effortlessly it killed Mami and Madoka."

It was clear that Flick needed a minute to digest that, so Homura gave it to her. She thought back to that night, as she pleaded with Madoka to run. The fear of losing her had eclipsed the sadness of Mami's death. All she had wanted was for Madoka to be safe.

Some would judge her for holding onto one belief from back then: that if she could run with Madoka, she would. Not because she hated the other Magical Girls, but because she had accepted they were impossible to save. The only way one could be saved was to never contract in the first place. Sayaka was the only one of the others not contracted at the start, and as long as Kyosuke was a factor, she would always make her wish.

A Magical Girl's fate was despair. Tragedy faced them all. If Homura could just free Madoka, that would be enough.

Seeing Flick was ready to hear more, Homura continued. "I made my wish in that moment. To be able to go back and save Madoka."

"Go back?" Flick asked. "You're a time traveler? Then . . . that's why you're like this now! You saw the person closest to you die, and you're determined to stop it from happening a second time."

Despite herself, Homura let out a single laugh. "The second time was when I tried to be a Magical Girl alongside Madoka. That was when I learned the truth about Witches. It was a long time ago."

Finally, Flick understood. Homura could tell from looking in her eyes. The hopelessness of it all was clear to her. Flick's fate—her future—was tied to one girl, and an unending cycle of despair. Honestly, Homura couldn't blame the other Magical Girls for refusing to believe her. To accept how little control they had would break most people. That was the reality of Homura's situation, and why she had to walk alone.

"How long?" Flick asked. "How long have you been . . . looping?"

Homura sighed. "Honestly, I lost count long ago. For all I know, I've been repeating this month for longer than my previous life."

"That's terrible," Flick whispered. "All by yourself?"

"I accepted this path," Homura said. "For her, I will continue to repeat this month until Madoka is safe, and Walpurgisnacht defeated. No matter what it takes."

"But everyone dies," Flick said, her voice hoarse. "You have to watch them die every time?"

No, not even close. That was only if they were lucky. More often than not, they fell to despair. Tragedy took them every time, presenting itself in different ways. Dying was a release. A release Homura herself sometimes had to give them.

Flick gasped. "Oh my God." There. She understood. "Everyone's been suffering. You're the only one who can remember, but we've all met terrible ends."

"Not you," Homura said. "You're new. Same with all these other magical species."

While Flick digested that, Homura recalled all she had learned from Carmentae's memories. More came to her every few hours, not in her sleep alone. Magical Girls weren't the only ones who suffered. Was magic itself meant to bring ruin wherever it went? Were things far more hopeless, with the expansive world Homura had been thrown into?

_No. It's been around all along. I merely never knew of it before now. Which means I . . . I've been doomed to fail from the start!_

The realization made Homura's shoulders shake, and she tried to remind herself that she wasn't alone, and that the time for her to mourn had passed. But what was she supposed to do? After everything, she thought she at least had her knowledge to fall back on. It was her edge that let her prepare. Yet in reality, she knew nothing. From the very start, she had been set up to . . .

To fail.

A pair of arms wrapped themselves around Homura, causing her to stiffen. It was then that she realized tears had been falling down her cheeks. More than that, though, her attention was on the girl now sitting next to her, hugging her tightly. "F-Flick?"

"I'm sorry," Flick said. She exhaled. "You should never have had to go through all that. You're . . . God, you're younger than _me_. I don't know if I would be as brave as you if I had to repeat the same, awful month over and over. I do know this, though."

Flick moved her hands to Homura's shoulders, positioning her so that their eyes met. Homura caught the determined glint in Flick's. "You don't have to be alone anymore, Homura. Whatever happens next, I'm here for you. I refuse to let you suffer by yourself, even if I forget everything. If I do, I know you'll be able to help me remember. Because you're strong, the strongest person I know. And I trust you. No, more than that.

"I believe you."

Those words shattered the remains of Homura's composure. She collapsed, only remaining upright because Flick caught her. She wrapped her arms tight around Flick, like she was a solid rock keeping Homura from being blown away in a terrible storm. Horrible, wretched sobs escaped her, accompanied by months of reserved tears.

Through it all, Flick held onto her, stroking Homura's hair with one hand. She continued to whisper that it was okay, that Flick wouldn't abandon her.

For some reason, Homura believed her.

* * *

"Our reaction time is our biggest advantage in a fight," Pace said from her place next to Sayaka on Flick's couch. "We can avoid moves that are far too fast, far too skilled, for us to dodge normally. Between that, and your enhanced reaction from being a Magical Girl, you can practically predict attacks if you concentrate. Though if you do get hit, it will be hard to make anything stick, between your werewolf immunity and two different forms of regeneration."

The words were designed to make Sayaka feel better about her circumstance. She could tell right away. No doubt, that was why the others wanted her to spend time with Pace in the first place. Sure, learning about her abilities was part of it, but more than that, they wanted her to accept what had been done to her. As if that could happen.

Sayaka wanted to tell them that she didn't need to accept it. Her only purpose now was to fight Witches. Kyosuke wouldn't want to be with a freak like her, and Hitomi had made her interest in him clear. Fighting Witches was all that was left for her. No, not just Witches, but anyone who preyed upon the weak. She would destroy them all, or die trying.

She had a feeling that wouldn't go over well with the others.

"And our wolf forms?" Sayaka asked. At the very least, she would take advantage of this opportunity and improve her skills. Nothing else mattered, after all. "What use are they when I'm a Magical Girl? I can't use my weapons, and I'm already fast on my own."

"You're fast, but a wolf is faster, and has more endurance," Pace said. "Between your soul gem, and your wolf capabilities, you could run for over a day without getting tired. That, and combat in that form isn't as hopeless as you'd think. For one thing, charging into an enemy with your speed would be a good way to knock someone over. Then you could go for a bite before they recover."

Perhaps navigating a labyrinth would be easier, then. Could she bypass the Familiars and go straight for the Witch? Or would that risk some escaping? She would have to spend time hunting them down, leaving more Witches alive in the process. She wouldn't leave a Familiar alive to become a Witch—she wasn't like that Kyoko chick.

"Sayaka?" Pace said, bringing Sayaka's attention back to her. She unclasped the choker from her neck, holding it out to her. "If you want, you could have this. I'm not going back to Eden's Garden, so I won't need it. You can go to school without anyone knowing who you are. It goes well with your ring, I think. I'm sure it would look better on you than me."

Sayaka stared at the object for a moment. It looked so _ordinary, _hiding the true power it contained.

Hiding. Wearing it would mean a life of hiding for Sayaka. It didn't matter what everyone else saw, nothing would ever change who she was.

With a scowl, Sayaka push back Pace's hand. "Keep it," she snapped. "I don't need your pity."

"That's not it," Pace insisted. "I just want to help you."

"Do you?" Sayaka demanded. "Then why not make a wish yourself? You might have had your body altered like mine, but at least you still have your soul."

"Sayaka . . ."

"Honestly, what are you doing here? For all you know, we're all possessed and manipulating you. After all, you haven't checked us."

"I wanted to give you time," Pace said, "to trust me, and for you to see that I trust you."

"Trust us with what?" Sayaka glared at her. "What, are you going to fight Witches with us until we all die? Or are you just using us to get back with Carmentae? If you're even serious about forgiving her."

"I am! Sayaka, please, let us help you. Aren't we all friends?"

Before Sayaka could respond, Pace's phone rang. Pace looked ready to smash the device, until she saw who the caller was.

"Flick?" Pace asked after answering the phone. "What's going on?"

Flick spoke on the other end, and Pace's eyes continued to widen. She made noises of shock, before affirming that they would meet with her.

"What was that about?" Sayaka asked.

"We need to get to Flick, but she'll explain as soon as we get there," Pace said. "Though you should know one thing now.

"You're not going to like what she has to say."


	19. Chapter 19

Chapter 19

There were two people waiting on the island. One looked like the actor James Spader, while the other was a tall, dark-skinned women with short white hair. Both of them had frowns on their faces, and the sight was enough to give Kyoko second thoughts.

_Are you sure this is necessary? You're not even working with these guys anymore._

"_That is not entirely true," _the one currently controlling her body sent back. _"Though if it were, my silence would only lead to them getting involved in Mitakihara personally. Walpurgisnacht would be the least of your problems if that were to happen."_

Kyoko had to concede to Carmentae. Having the woman who looked her age possess her had been a no-go at first, Kyoko refusing to extend her that much trust. Learning more about these Seosten, she had realized that Carmentae was one of the _better _ones to possess her. If that didn't prove how fucked up their society was, Kyoko had no clue what would.

So yeah. If it meant keeping the Seosten away from Mitakihara, Kyoko would deal with how uncomfortable this all was.

The guy who looked like James Spader, Manakel, approached Kyoko as she stepped off the boat. "It seems you have been receiving my messages after all," he said. "During your period of silence, I had begun to believe you were . . . compromised. I hope those fears were misplaced."

"You threw me into that city." Damn, was it weird to hear someone else speak through her mouth. "I had no time, especially since I had to find this new host."

"Yes, this girl . . ." If Kyoko had been in control of her body, she would have shuddered as he looked her over. "A Magical Girl, is she not? What happened to the Eden's Garden student?"

"She's alive," Carmentae said. When Kyoko had suggested hiding Pace's existence, Carmentae had said it would be impossible. "One of those girls had a method to expel me with their magic. My host got knocked out, so I don't know who it was or how they did it."

_You really think they'll buy that?_

"_No. But they'll pretend they do."_

And Carmentae would continue to hide the truth from them. She had said it was because the truth would make her too important to stay in Mitakihara, but Kyoko hadn't bought that crap for a second. These didn't seem like the sort of people you could come back from lying to.

"I see," Manakel said. "Come. We can talk inside."

He led her inside a large cabin, with the woman—Charmeine—following behind. They sat down at the table and _holy shit that was a lot of food_. On her own, Kyoko probably would have salivated. They ate in silence for the first few minutes, which Kyoko took advantage of by encouraging Carmentae to dig in. Manakel might have been a dangerous asshole, but he knew where to get good food.

Unfortunately, Kyoko couldn't put off the conversation forever. And since Carmentae was in control of her body, she put her fork down at the same time as Manakel, who spoke as he faced her. "I would like to know where you got this new host of yours. Will there be any . . . problems regarding her?"

Carmentae shook Kyoko's head. "She's a nobody. Just a crazy homeless girl who had enough power to cause trouble."

_Hey!_

Manakel hummed. "In that case, I want you to integrate yourself with the other Magical Girls in Mitakihara City. Find out if our latest agreement with the Incubator is going according to plan. We provided the resources which will push Madoka Kaname into making her contract. See that nothing . . . unexpected occurs."

"_So they are after Madoka's Witch. Just as I thought."_

_Can they really control her? A being more powerful than Walpurgisnacht seems a little nuts, even for them._

"_If they can't, they'll banish her into space to be someone else's problem."_

Oh, great. Because of course these weren't the types to properly clean up their messes.

Charmeine spoke up, pointing her fork at Kyoko. "More importantly, you need to see to it that Sinclaire is in the right position for an accident to occur. Maybe make a Witch out of that new Magical Girl who befriended her."

"_As if. There's a child in her."_

_I'm more worried about her magic reserves, _Kyoko thought. _Honestly, if she turned into a Witch, it would probably take all of us to handle her. She's no Walpurgisnacht, but she would be a terror to fight at full power._

"I'll see what I can do," Carmentae said. "Aren't you supposed to be scoping out a host at Crossroads, though?"

"Not until Sinclaire is dealt with," Charmeine said. "If necessary, I will seek a host in Mitakihara to push things along. Or at least see if I can work on weakening those damn protection spells."

Well, shit. The emotions filling Kyoko came from both her and Carmentae, but they matched. Both felt dread at the thought of Charmeine getting personally involved.

"I will remain with my host at Crossroads," Manakel said. He took another bite of food, swallowing before speaking. "See to it that both our objectives in Mitakihara are accomplished."

_Is this blood vault really that important? What could be in there that makes an intergalactic empire want access to it as much as a potential world ending Witch?_

"_Let's just say whoever opens that vault will have access to a spell that can cripple the entire empire."_

_That bad, huh?_

The conversation went on for a bit longer, mostly with Manakel lording his power over Carmentae. Kyoko picked up one or two implied threats on what would happen if she screwed up the mission. Still, it wasn't long before Carmentae's report was done, and they could take the boat back to another island to teleport from. This part mostly involved waiting, so Kyoko let her mind wander while Carmentae kept control. When they finally stepped through a portal taking them back to Mitakihara, Kyoko refocused.

It was midday, with the sun bright in the sky, meaning now was the least likely time for Witches to be roaming about. Even so, the other Magical Girls in the city would be busy with school for a while, meaning Kyoko had plenty of time to pick off leftover prey.

"_I should stay put for now. I doubt Manakel sent any spies after us, but you never know."_

Kyoko replied with the mental equivalent of a shrug. _As long as you don't screw up my hunting. Speaking of which, how are we going to deal with that order to befriend the saps? Don't say Mami._

"_No need. I have other ideas. Just give me some time to sort them out."_

_Whatever._ Kyoko made her way across the streets, cutting through alleys as she traced a magical signature. Honestly, all this crap with Seosten and Heretics was above her pay grade. Her job was to beat up whatever stood in her way, nothing more. She would gladly leave all the hard thinking and negotiating to Carmentae.

It was only when Kyoko stepped into one of the longer alleyways when she spotted a figure on the other end. She narrowed her eyes, making sure they weren't pulling a trick on her. But no, standing several feet away from her—transformed and holding one of her muskets—was Mami Tomoe herself.

Kyoko rolled her eyes. Was she here to talk _again_? What would it take for her to get the message that Kyoko didn't want to deal with her? Fine, she would get this over with quickly.

"Did ya not get the message last time?" Kyoko called out. "I already said I don't want you bothering—"

"_Kyoko, look out!"_

Kyoko's body moved on its own, spinning away so that the bullet barely missed her soul gem. Even with the understanding of how close her life had just come to ending, it took Kyoko a moment to comprehend that it was _Mami _who fired at her.

Sending a brief thanks to Carmentae, Kyoko raised her spear. "What the hell was that about?" she demanded, taking a few steps forward to close the distance between Mami and her. "Have you finally snapped or something?"

Getting a closer look at Mami, Kyoko began to fear that her jest wasn't far from the truth. Mami's hair was wild, and her composure was in a frenzy. Her eyes looked not at all like what Kyoko was familiar with.

"You're going to turn into a Witch," Mami whispered. Then, she raised her voice into a shout. "I have to kill you to stop that!"

_Ah, shit. _Kyoko had no clue how Mami had found out the truth, but it was clearly too much for her. After all, Mami had always contained the weakest of wills, despite the appearance she put on for others. If anything, Kyoko realized, the Mami in front of her was the real one, stripped away of all her masks.

_Nothing at all like the girl who was once my friend. _Kyoko got into a fighting position.

"I suppose you're not gonna back down, huh?" Kyoko asked. Mami's silence gave her all the affirmation she needed. "Fine, then. I won't waste my breath trying to convince ya."

"_Do you want me to fight her?" _Kyoko felt Carmentae's anticipation. _"I can deal with her no problem."_

Memories of a previous encounter came to Kyoko's mind. The second worst day of her life, only beaten out by her father killing her entire family.

There was one truth Kyoko hid from the world. Leaving Mami Tomoe hurt more than anything she had ever done. Raising her weapon at the girl had been the equivalent to raising her weapon at family. Which, for Kyoko, was a pretty fucking big deal.

Mami had not shot to kill that day. Kyoko had made her yield far too quickly, when a real battle between them would have gone on much longer. Since that day, a thought had been firmly planted in Kyoko's mind, no matter how hard she tried to ignore it.

Could Mami, her friend, have killed her that day?

_Let me handle this. If I need help, I'll tell you._

"_Fine. Don't die, okay? I don't want to be forced to partner with a less reasonable girl."_

_Ha, I knew you cared._

Ignoring Carmentae's protests, Kyoko watched Mami, waiting for her to make her move. How long had the two of them fought together? Would they still know each other's fighting styles after all this time?

Well, there was only one way to find out. Kyoko spotted a flash of movement in Mami's eyes, giving away her first move.

Ribbons burst out of the wall on Kyoko's right. Leaning away, Kyoko sliced at them, keeping herself from being bound right at the start.

Then, she moved. A leap let her plant her feet on the other wall, jumping off of it to soar Mami's way. Though Mami forced her to divert with a shot from her musket, Kyoko was still able to close the gap, letting the fight begin in earnest.

It was a battle neither of them would back down from.


	20. Chapter 20

Chapter 20

She was going to turn into a Witch.

Sayaka was going to _turn into a Witch_.

At first, she had refused to believe Flick, thinking Homura had been pulling a trick on her. When Flick explained how she found out, and what had happened, Sayaka couldn't deny the truth. Instead, she had followed Pace to the safe spot she'd been staying in when Carmentae had been possessing her. That was where she stayed the night, in order to avoid Mami.

Now, it was midday, but Sayaka couldn't bring herself to go to school. Instead, she was in the middle of the first labyrinth she had been able to find.

"Die! Die!" Each shout was punctuated with a swing of her sword, taking out the nearby Familiars. "If I'm going to be one of you someday, I'll make things right by killing as many of you as possible before then!"

The Familiars didn't care for her words, which was fine. As long as they leaped into Sayaka's swords, she would gladly tear them apart. Honestly, they couldn't die fast enough. A point Sayaka made clear by transforming into her battle mode, humanoid yet part wolf. Ditching her swords entirely, she massacred the creatures with her claws, growling with satisfaction at the intimate way of taking them out. It wasn't enough to see them die by her weapon, she had to _feel_ their deaths, to have that concrete proof that she was making a difference.

There weren't many left. Sayaka would have to fight the Witch soon. Entering a large room, stylized like an 1800s kitchen, she turned fully into a wolf. Chairs and tables were floating in the air, making perfect platforms for her to leap on, reaching the ceiling where a massive eye taunted her.

Biting into it, hearing it somehow scream despite being an eye, filled Sayaka with electricity. She bit down harder, tearing off a large chunk of it.

As the labyrinth faded, Sayaka turned back into a Magical Girl, the clothes thankfully appearing automatically. The grief seed was on the street, reminding her of the prize Magical Girls chose over working together.

Well, Sayaka wasn't like that. She didn't need a reward for her hunts. That in mind, she turned away from the grief seed, intent on seeking out her next prey. It was only then that she picked up the distant sound of fighting.

_What's going on? _Sayaka could hear multiple gunshots. A gang shootout? She could put a stop to that, too. Any evil in the world, she would put down.

Except as she got closer to the fight, she realized it wasn't a shootout at all. It was a fight to the death between two people, far more powerful than the average human.

Mami had gone after Kyoko Sakura.

* * *

_Damn, Mami is just as good as I remember._

Kyoko twirled her spear 90 degrees to block one bullet, then 45 to block another. When Mami took the time to summon more guns, Kyoko rushed her, forcing Mami to block slices of her spear with one of her muskets.

The alley left Kyoko at an advantage, being a close ranged fighter. Mami seemed to realize this, as she made a ribbon carry her, attaching it to the corner of a nearby roof. She swung into the street, Kyoko hot on her heels.

Ribbons sprung into existence at the end of the alley, forcing Kyoko to duck under them. As they dove down at her, she sliced them away, continuing her dash toward Mami. Preemptively, she jumped out of the path of another bullet.

Pain sliced into Kyoko's arm, making her hiss. She looked to her right, realizing that Mami had set up a paper thin ribbon in the air, which had cut into her.

_You got new tricks, huh, Mami? Guess I'll have to use some of my own._

A barrier of red chains formed in front of Kyoko. As she ran forward, it moved at the same speed, letting her approach Mami safely. Once the other girl was within striking distance, she had the barrier seperate in two down the middle, letting her thrust her spear forward.

Mami leaned sideways, narrowly avoiding the strike. Already, her musket was rising to fire in the opening Kyoko had provided.

The chains reformed just in time, catching the bullet between them. Once her safety was confirmed, Kyoko split the barrier once more. This time, she divided it into as many pieces as possible, sending them in all directions.

_There. _A spot where the barriers hadn't been sliced apart by Mami's ribbons. Kyoko leaped skyward, taking the safe path and grabbing onto a nearby streetlamp. Spinning to avoid more gunfire, she pushed herself off of it, diving in Mami's direction at full speed.

Though Mami was smart enough to jump out of the way, she was still snagged by Kyoko's chain. It threatened to throw her into the ground, but another ribbon sprung from her hand, attaching itself to the same light Kyoko had used. Mami slipped free of the chain, and as she swung, she fired at Kyoko once more.

No, not at Kyoko. Her bullets hit the ground, throwing fragments of stone into the air. Kyoko was forced to back away lest they hit her. Then, she was forced even further back by more ribbons, until she ended up right by a shop's window.

It was exactly what Mami wanted. A bullet struck the window, causing the glass to fall on top of Kyoko. Her barriers formed in time to protect her, but there weren't enough to guard her front. With no other choice, Kyoko raised her arm, letting it take a bullet instead of her soul gem.

At least the street itself was closed due to a water leakage. Kyoko couldn't imagine how disastrous this would be with others involved.

Kyoko had no advantage to push, so she would have to make one. When a ribbon drew near, she let it catch the chain of her spear, tightening her grip on it.

She was flung forward, into what would have been a net catching her. Normally, Kyoko would have been too slow to get away in time.

Not now, though. Now, she could boost, giving herself a brief, but major enhancement in speed and strength. She did so, tearing her weapon free and bolting away from the trap. Her movements were fast enough that Mami couldn't tell what had happened right away. That let Kyoko get in close, hitting Mami as hard as she could with her spear.

Mami went flying, crashing into a building on the other side of the street. Having no time to pick herself up, she surrounded herself with ribbons, more forming along the street for Kyoko to precariously avoid.

The ploy was obvious, but Kyoko didn't have much of a choice to head forward. Hearing the shout, she leaped skyward, accepting more cuts from the ribbons.

"TIRO. FINALE."

Better the cuts than to get hit by _that_. The building it hit instead crumbled, falling in on itself. Meanwhile, Kyoko had begun her descent, and planted her spear downward. It plunged into the ground, created a wave of rubble around her. That, along with some careful barrier placement, mostly obstructed her from Mami's view. Not entirely, though, and she was forced to drop to the ground to avoid a bullet.

_Damn, I wish I still had my illusion powers._

Rolling away from another shot, Kyoko sprung to her feet, on the defensive once more. Given no better options, she focused on blocking the barrage of gunfire from Mami, who was firing and discarding multiple muskets.

This had to end soon. Otherwise, Mami would find the opportunity to make that one fatal blow.

"Are you really going through with this?!" Kyoko shouted amidst the gunfire. "Come on, Mami!"

Kyoko rushed in, but Mami was able to avoid her strike, firing at the same time. Fortunately, Kyoko was prepared, and dodged as well. The two of them went back and forth like this for a few seconds, each trying to get a leg up on the other.

"Aren't you the one living by her own selfish ideals?" Mami demanded during this exchange. "I should have done this sooner, to stop you from changing into what you've become. All I can do is act now, before you get worse!"

"Not gonna happen! Kyoko yelled. A swipe of her spear caught Mami's leg, causing her knee to buckle for a faction of a second. That was enough time for Kyoko to wrap her chain around Mami, tossing the other girl into the ground.

"This fight's over!" Kyoko proclaimed, driving her spear toward Mami. Except it wasn't, because Mami _caught_ the tip with both ends. It dug through her palms, making her cry out, but she was still able to yank it free from Kyoko's grasp.

_Barriers, then_. Or not, because as she began to form a dome around Mami, ribbons burst from the ground, stopping it from completing.

The massive holes in Mami's hands were plain to see, yet she still picked herself off the ground. After that, more ribbons came forth from below. They covered the gap between both girls, and surrounded them both. They kept growing in height, and more kept showing up. It was like a jungle of the things, which could all ensnare Kyoko at a touch. If Kyoko had her boost, maybe she could get through them all, but she was still getting used to her new powers, meaning it took longer than normal to recharge.

"_Kyoko! Let me boost you!"_

_No! I can do this by myself!_

The first of the ribbons descended upon her. Kyoko leaned back, jumping off the ground as one tried to twist around her feet. She turned the movement into a backflip, then ducked sideways to avoid the next ribbon. With too many above her, she stayed low, diving through a gap between the ribbons. So many tried to catch her, but she was able to get past each one, feeling them brush up against her skin. She could feel her boost close to returning. Just a _bit longer_.

A ribbon caught her hand, heaving her into the sky with a scream. Before she could begin to gain a sense of balance, it slammed her into the road. Kyoko's body erupted with pain as her vision filled with stars.

"_Damn it, I'm taking over!"_

_Not yet! _Ribbons ensnared Kyoko, pinning her arms together. She had under a second to find a way out.

Thanks to her boost finally returning, she had the time. Activating it, she was able to bounce back up for one final dash, stretching the ribbons to their limits. It was enough, as Kyoko's shoulder brushed with Mami's.

Kyoko possessed Mami.

It did little. Kyoko had plenty of possession power, but she had no clue how to control another body. Mami was fighting, her body jerking in multiple places, but she was winning that fight.

_Screw this. _Kyoko jumped out, grabbing her spear while Mami was still stunned from the sudden possession.

This fight wasn't over yet.

* * *

Flick had rushed to the scene the moment Sayaka had called her. She should have known to warn Kyoko as well, even if she had no way to contact her. Now, as she ran onto the street in her Magical Girl attire, she could hardly keep up with the two veteran Magical Girls exchanging blows with one another.

No sooner had she made it to the fight than Homura appeared beside her, making her startle.

"Homura!" Flick blurted. "We have to stop this fight!" Thankfully, Sayaka was running up to them as well.

"Getting between two Magical Girls giving their all won't be easy," Homura said. "I could attempt to cripple them, but that may leave one the perfect chance to get a lucky shot in."

Flick grimaced. "Another way, then. Sayaka, can you help me with this?"

"Depends," Sayaka said. "What do you need me to do?"

* * *

"_Kyoko, you need to clean your soul gem!"_

_I will once this fight is over! You know I have more than enough grief seeds._

"_Then let me end this!"_

_No!_

Mami shouldn't have been able to fight for so long. Most people would have fallen from the pain alone. Instead, Mami seemed to work with it, having ribbons wrap around the holes in her hands and relying on them to avoid Kyoko's attacks. Between that, and the razor sharp ribbons she sent at Kyoko, it was getting harder to land a hit.

That wouldn't stop her, though. Ever since bonding with Carmentae, her own combat skills had improved greatly. Weaving between the ribbons, and slicing through the ones she could, was almost a non-thought for her. Because of that, she could keep up with Mami, forcing the other girl to defend herself with ribbons.

Both were masters of their own styles, pushing everything they had to their limits. Subtle movements, careful calculation, and pre-planned actions were happening constantly. One wouldn't be able to tell from the outside, but this was an internal battle just as much as it was external.

One of them had to fall soon. That was the nature of the human body, and no amount of soul tampering would change that. Kyoko was determined to make sure that wouldn't be her. Just _keep pushing_.

"Stop!" The shout wasn't from Mami, and it sure as hell wasn't from Kyoko. She recognized the voice as Flick Chambers', just as a sword suddenly appeared centimeters from her neck.

Sayaka Miki. That was the girl's name. How the hell had she gotten in front of Kyoko all of a sudden? It seemed Mami had the same issue, with Flick using her weapon to block her from advancing.

_Is that the power she used during our fight? The one that made her vanish? Since when the hell could she take others with her?_

"Move out of the way, Flick!" Mami ordered. "I have to end this!"

"I can't," Flick said. "Mami, look at yourself! You can't go on like this!"

It was true. Between the wounds Kyoko had made, the exercion from fighting, and the clear lack of sleep in Mami's features, the girl was hanging on by a thread. Literally, based on how she was relying so heavily on her ribbons just to move.

That wasn't all, though, and Flick realized the biggest danger at the same time as Kyoko. "Mami, your soul gem . . ."

Looking at it, Mami saw the same darkness as Kyoko. Despite being only a few feet away, Kyoko couldn't see any remaining yellow dots. Mami's soul gem was a ticking time bomb, ready to explode into a grief seed at any given moment.

This realization, more than anything Kyoko could have done, made Mami finally pass out. The black swirl in her soul gem seemed to grow stronger in the same moment. Kyoko's eyes narrowed at the sight.

"Move," Kyoko growled at the girl whose sword was still at her throat.

"What? No!" Sayaka hissed. "You're not going to kill—"

"I'm going to _save_ her, idiot!" Kyoko snapped. Taking the risk, she pushed Sayaka's sword out of the way, running to Mami's side. She pulled out the first grief seed she could get her hands on, using it to cleanse Mami's soul gem. Just in time, too, as the energy had started to pour out, ready to spawn a labyrinth. Blackness seemed to leak out of the soul gem, only to get pulled back in, then out again as the grief seed safely collected Mami's despair.

With the soul gem used up, Kyoko tossed it over her shoulder, unsurprised when Kyubey came out of the shadows to catch it. Of course he would be watching the fight.

For good measure, Kyoko grabbed her second spare soul gem, using it to clean her own taint. That one also got used up and fed to Kyubey, meaning this fight had used up half of Kyoko's current supply.

"Kyoko?" Flick asked. "What happened here? I know about Mami, but . . . there's more going on, isn't there?"

Kyoko forced a smirk. "Heh. First you get us to stop, then you start figuring stuff out. I knew you were holding back on me. Alright, come on out."

"_Fine, but I want to talk after this."_

Everyone except Kyoko and Homura gasped as Carmentae appeared from her. Sayaka brandished her weapon.

"For the record, that was all me fighting," Kyoko piped up in the silence that followed. From the looks the others gave her, maybe now wasn't the time.

"Carmentae, you've . . ." Flick floundered, "apparently not been controlling Kyoko, but been possessing her?"

_Well, Carmentae, _Kyoko couldn't help but think. _Hope you're okay with waiting before having that talk._

_Because something tells me this is going to take awhile._


	21. Chapter 21

Chapter 21

"You're really going out there?"

Joselyn Chambers turned to face her husband. Regaining her memory had done nothing to diminish her love of him. All the traits that she fell in love with—his curiosity, kindheartedness, determination, and a sense of trust that couldn't be shaken—had sparked her interest so much because of who she had once been. Leaving him suddenly would be more cruel than anything she could imagine.

It had helped that she remained hidden from allies and enemies alike, with only a few aware that she had become a Heretic once more. Now, that was about to change, and both their lives would change drastically. Joselyn could understand her husband's hesitance.

"I can't trust anyone else to do this, Lincoln," Joselyn said. She continued to pack her final belongings in the bag which rested on their shared bed. "Not when Felicity is involved."

"I know, but . . ." He sighed. "I thought we sent her there to keep her _away_ from all this."

Joselyn stopped packing for a moment to rest a hand on her husband's arm. "I know," she said. "I never would have expected these . . . Witches to be real. But the Seosten are involved. You know what that means."

"They're making a play," Lincoln said. "A big one."

That was why Joselyn loved her husband. After breaking the Bystander Effect on him, he had adjusted to magic marvelously, always helping Joselyn figure out what was the right move to make.

"Felicity almost _died _last night," Joselyn said, and she could feel Lincoln tense where her hand rested on him. "I know this will be announcing my existence to . . . everyone, but I can't hang back anymore. Not when the danger is this severe."

"I still think you shouldn't go alone," Lincoln said.

"Gabriel will stay put," Joselyn said, "and keep _you _safe. If this somehow ends up being a plot to lead me away from you, I won't take any chances."

"What about Gaia?" he asked, though he knew the answer.

Still, Joselyn said, "The Committee would notice any major moves. For now, she can only watch, and that's only because her daughter is there."

Lincoln shifted, pulling Joselyn into an embrace. She let him, and engaged in the kiss he initiated. It was almost a full minute before either of them spoke.

"Promise me you'll bring her back," Lincoln said. "I want to see my family together again. All of us, Tabbris included."

"Of course," Joselyn promised, then pulled Lincoln in for another kiss.

Everything was going to change. The peaceful years they had enjoyed together were coming to an end. Even so, Joselyn Chambers would face anything, make any sacrifice, if it was for her family.

_Hold on, my Felicity._

_I'm on my way._

* * *

"So." Carmentae waved her arms in front of her. She, Pace, and Homura were all standing, while Kyoko was content to lie on Flick's bed. Everyone else was in the other room. "Do you want revenge? I hurt you, so you should get the chance to hurt me. Though you should know that will be quite difficult with my new power."

"You—" Pace shook her head. "Lie—Carmentae, I don't want to hurt you. I saw your nightmares, remember? I just want to _help you_."

There was a moment of silence, before Carmentae snickered. "That's a clever ploy. Get close to me, then make betrayal hurt all the more, right? I didn't think you had it in you."

In response, Pace held out a hand. "Possess me. That will prove I'm not lying."

This time, the silence lasted far longer, as Carmentae process the request. She was—had been—was a _Lie_. No one dared to get close to one, much less be voluntarily possessed. Pace was supposed to shun her, to stay far away, to _despise _her mere existence like the rest of them.

Slowly, her hand shaking, Carmentae placed a finger on Pace's palm. The girl didn't flinch away. Instead, she met Carmentae's eyes, as if trying to display her sincerity through them.

Carmentae drew her hand away. Years of practice let her keep tears from forming in her eyes.

"Alright, then," Kyoko spoke for her. "So you wanna help her. How, exactly?"

"Well," Pace said. "At first, I thought we could continue as partners. That way I'd be sure to keep up with whatever the Magical Girls are fighting. I don't want to force anything, though, especially if you two work well together."

This had to be a joke. Pace wanted to _work _with Carmentae? No one ever wanted to work with a disgusting being like her. Kyoko was easy, because their alliance was one of convenience, each willing to use the other.

_Is that true? If it were, Kyoko would have let you help earlier. That stupid girl. She almost—_

Carmentae cut off her thoughts. Dammit, why did she care? Caring for others had been her weakness. Removing that part of her had been the best decision of her life. So why was she starting to undo it now?

"Y-you're making a mistake," Carmentae couldn't meet Pace's eyes. "I'll betray you all. I'll tell my people everything. I have more than enough reason to. Once I do, even she—"

"Would she?" Of all people, it was _Homura _who had spoken. Carmentae's gaze snapped her way.

"Even if you're 'cured,'" Homura continued, "those years of hate won't go away."

"What do you know?" Carmentae snapped. She summoned her weapons, making all but Homura tense.

"You said you made a projection of yourself in me," Homura said, "but there's more to it than that, isn't there. That power isn't normal for your people. It's a part of your wish."

Carmentae stayed silent.

"You put a piece of your soul in mine, didn't you?"

Kyoko and Pace gasped.

"Yes," Carmentae said.

Homura nodded. "I've been getting your memories from it." More than anything, the fact that Carmentae didn't kill Homura on the spot after learning that proved she had changed. "I know what you want more than anything. I have . . . similar feelings."

Hearing that, Carmentae dropped her weapons. Memories of Homura's life ran alongside hers. How could she even consider killing Homura, when Madoka had to be saved?

Madoka . . .

She wasn't like Momma, was she?

"Tell me, Carmentae," Homura said. "Do you truly desire your mother's approval? Is that more important than anything you can do here? Is it worth giving up your freedom for? Because if you think they'll ever loosen their hold on you, you're mistaken. They'll shower you with praise, only to whisper about what you've become behind your back. We Magical Girls are no more than tools to them, are we not?"

Every word dug further into Carmentae's heart. She tried to remember the love she felt for her mother, and every memory was replaced with one of torture. Of painful spells and tools used to force Lies to eject from a host, a tactic that had failed. Of Lies learning to not cry out, only for the seemingly lack of pain to make her mother more irritated.

No, Momma wasn't like Madoka. She was nothing like Madoka. Homura's love had been met with an outstretched hand. Momma had . . . never loved Carmentae.

Was Homura right? Would she still be hated if she went back, even though she was cured and had her mother's power? Would she be seen as a person, or a weapon to use? To be molded by Kushiel.

And if Carmentae was anything other than an exact replica of what her mother wished for, she would be forever scorned.

"What do you propose?" Carmentae asked.

Homura smirked. "Help me end the time loop. Then, we can work to protect Mitakihara from the Seosten empire."

Carmentae frowned. "What are you talking about?

"This city is lacking in development," Homura said. "At least from a magical perspective. You can make it grow, running all magical business in this area. Alters and Magical Girls alike would come here when they need to safe place for a time. That will give you allies, and eventually a force that can defend against Seosten meddling."

"Why should I care about any of that?" Carmentae asked. "I'm looking out for myself, you know? Even you shouldn't care about anyone but Madoka."

"That's why," Homura said. "I know Madoka will be able to live a full, peaceful life in this city if we fortify it properly. I would use my remaining days to help you start it up. As for you, you can develop a protection for yourself, to make sure your people won't force your return to them."

_Gain so much power that it's not worth the resources to challenge me. Like the alliance in Las Vegas._

"This all sounds nice in theory," Carmentae said. "But starting an empire of my own isn't so simple."

"I'm working on possibilities," Homura said. "First, we must stop Walpurgisnacht."

That, she could agree with. The Seosten wanted to destroy everything Homura had worked for—to make the suffering of so many children be for nothing. Carmentae would not let that stand. She wasn't so sure about all the protector stuff, but this, at least, she would face with no doubts.

"Hold on a minute," Kyoko piped up. "What was that about a time loop?" Pace nodded in agreement.

Oh, right. Maybe they should explain that first. Though before that . . .

"I'll tell you," Carmentae said. "If you promise to not be so _stupid_ again."

"Wha?" Kyoko asked. "What are you talking about?"

"You should have let me help!" Carmentae yelled. "We should have fought as partners!"

"As . . . partners?"

"Yeah, I know, you 'work alone.' Well, I know as well as you do that you do so out of convenience. So accept my fucking help! Got it?"

Kyoko nodded, eyes wide, and Carmentae realized she had gotten close to the other girl's face, leaning over her and snarling. She drew herself back.

"Good. Now let's talk about the time loop."

* * *

"What do you think they're talking about in there?"

The silence from Sayaka wasn't promising. Even so, Flick was the only one currently capable of watching over the younger girl. Mami was unconscious on the couch, and Pace, Kyoko, Homura, and Carmentae were in her bedroom. Pace had wanted a private conversation with Carmentae, and Kyoko and Homura had reasons for joining in. Which left the three of them on their own.

Madoka would be getting out of school soon. Assuming she received Flick's text, she would be able to help Sayaka. They were best friends after all. For now, it was up to Flick. She had pulled up chairs for Sayaka and her to sit in, right next to each other and facing Mami's sleeping form.

"Hey, Sayaka," she said. "Want to take tonight off? After all that's happened, we should rest a little, maybe play some games together."

Sayaka glared at her. "Every second we waste, Witches are eating people. You can sit around all you like, but I won't let them live."

Flick winced. "I know how you feel, but you won't be able to fight if you run yourself into the ground. You need to keep yourself healthy, both your body and soul."

A thought occurred to her.

"Sayaka, can I see your soul gem?"

Sayaka folded her arms, leaning slightly away. "Why?"

"We all used up magic earlier," Flick said. "We should clean our soul gems." She reached for the cocoon grief seed in her pocket.

"Don't bother," Sayaka said while Flick was still fishing for it. "I'm fine."

"Just in case." Flick pulled it out. "Please, Sayaka."

The other girl was silent, but from her posture, she clearly had no intention of reaching for the grief seed.

"Why won't you look out for yourself?" Flick asked.

"Why should I?" Sayaka demanded. "I'm a monster, aren't I?"

"Sayaka . . ." When Flick reached for her, she pulled away. "You're not a monster. Remember? It's our actions that define us."

"And?" Sayaka rose to her feet. "My final actions will be killing people! Nothing will make that right!"

Standing, Flick left her arms at her sides. "That doesn't have to be the end. We can survive, Sayaka."

"And get stronger in the process?" Sayaka challenged. "I was made into a Magical Girl, then a werewolf. What else will happen to me? Will I get enough power that I'm unstoppable as a Witch? Maybe it's better to transform now and get it over with."

It no longer mattered that her soul gem was in its ring form, with Sayaka keeping it covered. Following her words, Flick could _feel _the despair pouring out of it in waves. An overwhelming amount, almost as staggering as Mami's had been at the end of her fight.

Sayaka's eyes widened at the same time as Flick's own.

"Sayaka—" Flick began.

"You can't become a Witch," a voice interrupted. Flick spun around, seeing Mami sitting on the couch.

"Mami!" Flick blurted. "You're awake!"

"I am." She sighed. "I hurt you all, didn't I?" You still saved me?"

"Kyoko did," Flick said. "I brought you back."

While Mami processed that, Flick focused on Sayaka once more. "See?" she asked. "We can keep going."

"You sure?" Sayaka asked. "Mami probably still wants to kill us."

"I . . ." Mami clenched her hands. "I'm sorry. I still feel that I must stop you all from becoming Witches, but . . . I didn't mean to make you all suffer so much. Sayaka, please don't let yourself become a Witch."

Sayaka turned away from them both. "What does it matter? This world is filled with evil, right? Witches at least have the excuse of losing their minds. There are more people out there who hurt others just to get what they want. It's impossible to deal with all of them." Her voice came out choked. "What have I even been trying to protect this whole time?"

"What about Madoka?" Flick asked. "Fight for her, if no one else."

"Madoka?" Sayaka snorted. "She's more than powerful enough to fight for us all. She just chooses to let us do all the dirty work."

"You don't mean that," Flick said.

"Yes I do!" Sayaka whirled around, putting her face, contorted with anger, near Flick's. "Madoka was the one who found Kyubey! She's the one who made _drawings_ of how she would look as a Magical Girl. She's the one who hasn't had to fight! And none of you are better, encouraging her to get close to this life when she won't decide! You'll even let her be near _murderers._"

Flick tried to reach out and touch Sayaka, but the girl recoiled. The tension in her was clear as day, even as she turned to the door.

"Sayaka, wait!" Flick called out, but it did nothing, as Sayaka ran past a startled Madoka who had just arrived, then onto the street.

"This is why," Mami whispered. "This is why I should have killed her."

Flick shook her head. "Give me a chance, Mami. If I bring Sayaka back, if I prove not everything is hopeless, will you work with us again? Will you let us try our hardest to survive?"

"I . . . don't know," Mami admitted. "I don't know if I can." Before she could say more, Madoka rushed into the house, forcing Mami into an embrace.

"Mami!" Madoka cried. "I was so worried!"

The door to Flick's bedroom opened, as the others exited her room. The sight of a missing Sayaka, and an emotional Madoka hugging a stiff Mami, must have caught them off guard.

"What happened?" Homura asked.

"Sayaka is close to turning," Flick said. "I'll stop her, though. I promise. Can all of you look after Mami until then?"

"I need that many guards, now?" Mami asked. "I suppose I deserve it."

There was so much Flick wanted to say to Mami, but there was no time. Before anything else, she had to help Sayaka.

"I'll come with you," Homura said. "If Sayaka Miki turns into a Witch, you'll need help killing her."

Flick shook her head. "Let me go alone. I think I can get her to talk if I do. Anyone else would scare her off."

Homura frowned. "Are you sure?"

"Yes," Flick said. "I just hope I can get to her in time."

Otherwise, Mami would be proven right all along, and Flick would lose a friend to despair.


	22. Chapter 22

**A/N: This is the second chapter posted tonight. If you missed chapter 21, be sure to check that out before reading this one.**

Chapter 22

It had begun to rain.

Flick ran, her steps causing splashes beneath her feet, as more rain poured down from above. If Sayaka wanted to, she could almost hide easily in this weather. Flick would have to rely on tracing Sayaka's magical signature, rather than normal human senses.

She would do so. Anything to keep Sayaka from turning into a Witch. After all she went through, Flick refused to let it end like this.

_You deserve so much better, Sayaka. I'm sorry for not looking out for you properly. I should have protected you more. Please, let me save you now._

Where was Flick, even? In trying to keep up with Sayaka, she hadn't paid any attention to her directions. All that mattered was finding Sayaka.

Still, she took a moment to glance at her surroundings. She was on a grass field with a river nearby. Was this near the edge of the city?

_This is getting me nowhere. I have to find Sayaka, before it's too late. Where—_

She felt movement behind her. At the last instant, she jerked her head to the right, barely avoiding being skewered by a sword.

"Stop following me!" Sayaka yelled behind her, and Flick spun around to face her. How had she—no, that wasn't important right now.

Sayaka was in her Magical Girl attire, a cutlass in each hand. The rain had made her hair drape partly over her face, but even so, Flick could make out her glare.

"Sayaka," Flick raised her hands into the air, "I just came to talk. There's no one here but me."

"I know," Sayaka spat. "That's who you are, right? The girl who has to single handedly save us. Honestly, how arrogant are you?"

Flick recoiled like she had been struck. Was that really how Sayaka saw her? Even knowing she had taken on a heavy burden, Flick had accepted it for their sake. Was she overestimating her own abilities, telling everyone it would be okay?

_No. If I was, then I wouldn't be lying each time I made the other believe I was confident._

"I'm sorry," Flick said. She clasped her hands in front of her, bowing slightly. "I know I failed you, Sayaka. Please, give me the chance to make things right."

"You can't!" Sayaka raised her weapon to meet Flick's chest. "You still don't get it, Flick. You're a Magical Girl, too. Plugging your ears and pretending our fates don't exist won't save you."

"I know!" Flick shook her head. "I just . . . I can't accept it, Sayaka. I can't even imagine doing so."

"Well, you should wake up while you can." Sayaka spread arm arms out. "Maybe then it will hurt less when you lose yourself."

"Is that what you're hoping for?" Flick asked. "To be okay with becoming a Witch? Because it won't happen, Sayaka. You'll only regret going out like this."

Sayaka's sword, which was still pointed at Flick, wavered.

"There's still a chance." Flick lowered her voice. "You can live without regrets."

Sayaka said nothing, and for a moment, Flick thought she had gotten through to her. Then, Sayaka repositioned her grip on her weapons, and dropped into a fighting stance.

"Shut up," she hissed. "I'm not going to let you change my mind."

"Sayaka—_"_

"I said shut up!" Sayaka screamed, throwing herself forward. Transforming into her Magical Girl state, Flick leaped back, raising her staff to block a follow-up swing from Sayaka.

"I don't want to fight you!" Flick shouted. Sayaka ignored her, swinging her sword even harder, which made Flick skid back as she blocked the hit.

_Talking isn't an option anymore, Flick. You have to save Sayaka, no matter what!_

Feeling the comforting weight of a grief seed in her pocket, she lowered herself into a fighting stance of her own. All she had to do was remove the taint in Sayaka's soul gem. If she had to force it to happen, then so be it.

_You can do this, Flick._

* * *

Homura's foot repeatedly tapped the floor. Every moment since Flick had left, Homura wanted to follow her. There was a tension building in her shoulders, a nagging feeling that she couldn't place. After the other night, she wanted to trust Flick, but . . .

Why couldn't she shake the feeling something terrible was going to happen? After so long of being used to Sayaka turning into a Witch, she should have been prepared to accept the possibility. Was she that thrown off by this timeline?

No, that wasn't her concern. There was something else, something she couldn't pin down.

"Homura?" Mami asked. Homura turned her way. "Did you . . . know I would react to the truth the way I did?"

"Yes," Homura confirmed. "It wasn't hard to guess that you were hiding your true self from others." She wouldn't mention the time loop. Too many people knew already, with the additions of Pace and Kyoko. With Mami in this fragile state, revealing the truth would be catastrophic.

Mami choked out a laugh. "I must look pathetic to you all. You especially, Kyoko."

Kyoko raised an eyebrow. "Since when did you care what I thought?"

"I always have," Mami said. "Every day since you left, I've been wishing you would come back."

Kyoko looked away, for once not having a remark to make.

"Everyone can work together now, right?" Madoka asked. Homura wished she could affirm her wants. "We're all here now, and once Flick gets Sayaka back, there will be seven of you. Working together, you'll be able to divide the grief seeds you collect and keep your soul gems clean. Shouldn't that be enough?"

"I wish." Mami closed her eyes. "Though only six of us require grief seeds, there won't be enough Witches in the city if we all hunt. Unless . . ."

"Unless we let Familiars eat a couple people," Kyoko said.

"I . . ."

"You don't have it in you, Mami." Kyoko sighed. "Don't bother trying. You'd sooner sacrifice yourself."

_Sacrifice . . ._

Homura realized what was bothering her.

"We need to go," Homura blurted. "Now."

"Homura?" Pace asked. "What do you mean? We need to wait for Flick."

"Flick won't be coming back," Homura said, "unless we get to her in time."

"In time?" Kyoko asked. "Ya think Sayaka's Witch will get her?"

"No," Homura said. "Flick Chambers would not let Sayaka transform, no matter what it takes."

That was what Homura had been missing. A connection that she had refused to make, because no one, not even Flick, was worthy to be compared to _her_.

Flick was like Madoka. She would do whatever it took to protect her friends. Even if it meant giving herself up.

* * *

It was easy for Flick to get the first hit in. With how wildly Sayaka was fighting, Flick had no problems digging the blade of her staff into the girl's shoulder.

What should have forced Sayaka back for a moment, did nothing. Her other arm, unimpeded by the staff, was close to Flick. Not even pausing after being stabbed, Sayaka sliced the side of Flick's stomach. Flick fell back from pain, while Sayaka was still moving.

"What—" Flick tried asking, only to throw her staff in the way of another attack.

Sayaka giggled. "It's true. I really can block out the pain!"

_Block out . . . the pain?_

Sayaka chucked her sword at Flick's head, forcing her to duck. The second thrown sword caught her leg, making her stumble.

Then, Sayaka transformed. Part wolf, still humanoid, with dangerous claws extended. There was no trace of the wound Flick had left.

As Sayaka sprung forward, Flick threw out the chain on her staff. Sayaka leaned away from the hook, but as Flick twirled the staff around, she tugged back. Both the blade and the hook were heading Sayaka's way.

She didn't dodge either. She let both connect with her, snarling as she swiped her claws at Flick. Though Flick was able to jump back, she couldn't stop Sayaka from pushing forward to attack her once more.

Given no other choice, Flick focused on dodging. Duck, spin, lean back, dive away. Over anything, look for an opening.

Flick found one, as Sayaka overextended on a swing. While Sayaka was improperly balanced, Flick slammed her staff into her, forcing her to stumble. It lasted long enough for her to extend her chain once more, wrapping it around Sayaka's legs to throw her to the ground.

More staffs appeared behind Flick, and she commanded them to dig into the ground around Sayaka, surrounding her.

They might as well have been twigs, with how Sayaka tore through them. She screamed, diving toward Flick.

Flick's final staff saved her. She swiped up, cutting deep into Sayaka's chest. Normally, she would have been able to dig in further, ending the fight with a major blow. Not this time, as Sayaka yanked the staff free, pulling it from Flick's grasp. The wound closed itself instantly.

_Werewolf healing._ Flick dropped and rolled to avoid a downward plunge from Sayaka. _And her natural healing. Nothing I do will stick._

She remembered the Witch that had almost tore Sayaka's head off. After pulling the weapon free, Sayaka had merely walked off the wound. The only reason it had affected her was because of the pain. Pain which, apparently, she was no longer feeling.

Well, Flick was certainly feeling it. That was made clear when Sayaka nicked her arm, making it spasm and scream.

_She said . . . it was true. As if someone had told her she could block out the pain._

Kyubey. It had to be him. From the beginning, Sayaka had been a pawn for him. Now, all his work was paying off.

Even so, anything he said to Sayaka applied to Flick. One difference, though, was the potential Flick held over Sayaka. Potential that fed into power, which she was beginning to understand.

Flick let magic flow through her body.

Sayaka's claws dug into the side of Flick's head. The pain nearly blinded her, until she focused on her magic in the area. What had been debilitating just a second ago vanished, letting Flick knock Sayaka over the head with her staff.

As Sayaka stumbled back from the force, Flick vanished from her sight. Pulling out the grief seed, she dove for Sayaka's soul gem.

Sayaka caught on at the last moment, spinning away and leaving claw marks on Flick's stomach for her efforts. Flick let it happen, locking Sayaka into a hold.

It didn't last. Sayaka's werewolf strength was too great, letting her throw Flick off.

This was getting Flick nowhere. In a drawn out fight, perhaps she could have won. But right now, Sayaka just wouldn't be affected by anything she did. Flick had no silver, and Sayaka had too many layers of regeneration for any attack to stick. Trapping her, or hitting her in a way that made her _stay still_, would normally be how Flick won. By the time she could do either, Sayaka would surely finish turning into a Witch. It was a miracle she hadn't already.

There was only one choice. Flick dropped her weapon, wrapping both hands around her grief seed.

Just because Flick was defenseless, didn't mean Sayaka was holding back on her assault. She sliced into Flick, tearing off chunks of flesh. Flick's soul gem worked on blocking out the pain, and keeping an uncontrollable amount of blood from pouring out of her body. Meanwhile, Flick twisted, letting Sayaka tear into her for precious inches. Every bit of distance she gained, she took more life-threatening injuries. Knowing that didn't stop her from pushing on. She was _so close_.

Finally, she did it. The grief seed—the glorious treasure she had earned with Avalon's help—made contact with Sayaka's pitch black soul gem, and began to collect the despair inside.

_She didn't turn. Was it because she was mostly using her wolf powers, on top of pushing her despair back for anger?_

It wouldn't have worked for much longer. Knowing that, Flick didn't regret her decision. No matter what happened, she wouldn't.

Finally, a large black cloud transferred between the two objects, and Sayaka's soul gem was free of taint. Seeing that, Flick let herself drop the soul gem, her whole body following. Letting her body sting where she had been injured, she realized that there was hardly an unscathed patch of flesh. She couldn't even push herself up, her arms too broken. Had she really taken on that much? She hadn't even noticed, when saving Sayaka had been all that was on her mind.

Speaking of Sayaka, she had gone still, eyes wide. She was no longer in her battle form, instead looking like a normal Magical Girl once more. "Flick?" she stammered out. "You . . . saved me? I was . . . oh, God. Flick!"

As Sayaka fell to her knees, looking overwhelmed by the extent of Flick's wounds, Flick couldn't help but smile.

"I knew you were still in there," Flick gasped out. It was getting more and more difficult to block out the pain. "The despair was clouding your judgement, that's all."

"Flick!" There were tears in Sayaka's eyes. "I'm sorry. I'm sorry, I'm sorry, I'm sorry! I didn't mean to! I was scared, I'm sorry!"

Seeing the anguish on Sayaka's face, Flick couldn't help but reach up with a shaking hand, despite it missing two fingers, and placing it on Sayaka's cheek. "It's okay." Oh, her voice was a rasp. "I'll be okay."

Sayaka shook her head, closing her eyes. "You're soul gem," she whispered.

_My soul gem? _Flick looked at it. It was black, she realized. The brown inside was quickly being subsumed, and it didn't seem like the process would slow down any time soon.

That made sense, Flick supposed. More than using magic, more than holding despair, their soul gems were all that kept their bodies alive. And Flick should have died dozens of times over, her body horribly disfigured from the onslaught it had taken. Her soul gem was trying desperately to save its vessel for interacting with the world. In the process, it was using up all its energy.

Realizing that, Flick began to feel the effect. The agony in all her wounds finally made themselves known, but they were nothing compared to the agony in her _soul_. It burned, froze, and tore apart all at the same time. Flick's very being was assaulted, and there were no natural defenses to make the process easier on her. She shrieked as darkness pooled out of her.

"**FLICK!**" Sayaka cried out. A harsh wind pushed her away. "**NO!**"

It was too late. Flick found herself wishing she had asked Homura for a spare grief seed. That was a minor thought, compared to her concern for her friends. She hoped Sayaka would manage to get away, and that everyone assembled together would be able to kill Flick without any casualties.

_I'm sorry, Homura. It looks like I wasn't able to end it after all. I hope you'll trust me more in the next timeline._

"_They don't know," _a voice whispered inside Flick. It was seductive, drawing Flick toward it. _"The ugly truth of the world. They'll never understand, not one of them. You always wanted to bring out the truth of this wretched society, yet the people will always turn away. Isn't that awful?"_

_It is, _Flick agreed. _It's so awful. I want to make them . . . understand._

"_Then do so. Let them see the truth through despair."_

Despair. Yes, Flick could feel it, coursing through her soul. It eradicated all other feelings, leaving itself as the sole emotion Flick could comprehend. She drank in as much of it as she could.

And it was wonderful.


	23. Chapter 23

Chapter 23

There was a flash of light, and when it faded, Sayaka found herself in a completely different place.

The floor was moving, she realized. Conveyor belts were all over the place, and she had to move constantly to avoid being swept toward the large contraptions of wood and steel they passed through. In those contraptions was a massive steel press, moving up and down constantly. Getting caught under one of those would kill Sayaka instantly.

Even so, those presses were creating newspapers out of thin air, filled with unintelligible writing. Those papers would join those floating around the walls of the labyrinth, thousands of them creating a moving wall of paper.

Looking up, she saw storm clouds. No rain or lightning emerged from them, but they were darker than any storm Sayaka had seen.

That wasn't all she saw, though. Floating down was Flick's lifeless body. Her soul gem had repaired it, but Sayaka knew it was no more than a corpse. She knew that, yet she couldn't stop herself from turning into a wolf, leaping up to catch Flick on her back. Once she landed, she switched to her Magical Girl form, carrying Flick in her arms. Then, she looked up at the creature made from Flick's soul. Since it was three stories tall, she had to crane her neck to see the whole thing.

It was beautiful. An angel, pure white, with bright yellow wings to match its long, flowing hair. That was slightly off put by its face, which contained dozens of peering eyes from all sides. They were crimson, and Sayaka realized the presses had the same eyes on them.

The angel held a silver harp, adorned with red jewels. As all those eyes shifted toward Sayaka, making her shiver, the Witch began to play. Immediately, a wave of concussive force blew out of it, enveloping the entire labyrinth. Sayaka yelped, spinning in the air to catch herself. She was unable to keep her grasp on Flick's body, and it flew away from her.

Then, the Witch truly began its assault. A wave emerged from the harp, far less spread out than the last. Some of the newspapers floated in its path, and were ripped to shreds. Sayaka had a feeling she would meet a similar fate if she didn't move.

She jumped away, her body rattling from the force as the wave passed. Her eyes widened when she saw Flick was nearing one of those printing presses, hopeless as the conveyor dragged her along. Sayaka instantly transformed into a wolf once more, rushing to save her in time. This was Sayaka's fault, damn it! She wouldn't sit around and let Flick suffer for her!

Her will meant nothing, in the face of reality. The distance between them was too much, and though Sayaka pushed her legs beyond their limit, it wouldn't be enough. Realizing that, tears came to her eyes, the first time she had experienced the sensation as a wolf.

When Flick's body vanished, Sayaka's eyes widened, and she looked around wildly to see where it went. That was when she saw Homura Akemi. The girl whom Sayaka had foolishly despised had recovered Flick, and her steps brought her toward Sayaka.

Swallowing, Sayaka returned to her human state, accepting Flick from Homura. "Thank you," she murmured.

"Her body is useless now," Homura said. Something was off about her voice, but Sayaka couldn't pinpoint what. "An empty husk. We would be better off leaving it behind."

Those words were what let Sayaka figure out what was different. There was clear emotion as Homura spoke. Though she tried to cover the shaking in her voice, she couldn't entirely mask the pain within her words.

_I didn't understand anything, did I? I had her all wrong. I was so stupid._

Seeing the remaining girls run in—Mami, Kyoko, Carmentae, and Pace—Sayaka made her decision.

"I'm getting Flick out of here," she declared, loud enough that everyone could hear. Her next words were far quieter, leaving only Homura to make them out. "I would probably just get in the way otherwise."

Homura met her gaze, and her eyes were missing their usual scorn. "Be safe," was all she said.

A flash of red appeared in the corner of Sayaka's eyes, and she saw one of Kyoko's barriers catch a concussive blast that had been aimed at Sayaka. More shot out of the harp, emerging at a faster rate than before.

Seeing that was enough to move Sayaka forward. Tightening her grip on Flick's body, she rushed out of the labyrinth. The press Familiars watched her every step of the way, their judgement making Sayaka's stomach clench.

Making her way out of the labyrinth, her eyes widened at who she saw.

"Madoka?"

"Sayaka?" Madoka rushed to her side. "W-what happened? Is Flick really . . . are you okay?"

Sayaka set Flick down as quickly as she could without being rough. Then, as the tears flowed from her eyes, she embraced Madoka, openly sobbing. Apologies sprung from her mouth, though she was blabbering more than anything. All she knew was that Madoka had returned her embrace, and was softly stroking Sayaka's hair.

It was far more than Sayaka deserved.

* * *

_I should have killed her._

Mami hated herself for the thought, but the truth couldn't be denied. Flick was a monster now. Those dreams she had spoken of would never come true. Instead, she would die—perhaps by Mami's hands. The only difference between now and the other night was that Flick might take down one of her friends before falling.

_Why? Why did it have to turn out this way? We only wanted to save people!_

Tears were in her eyes as she summoned an arsenal around her. Picking up each gun, she fired multiple shots at Flick, aiming for the eyes covering her head.

Those eyes squeezed shut, a red barrier not unlike Kyoko's stopping the bullets from striking. Yet they clearly weren't Kyoko's as they were transparent. If they weren't so obviously durable, Mami would have thought them to be made of stained glass. Kyoko's barriers weren't absent from the fight, however. Kyoko was throwing them up around the harp, attempting to limit the angles in which they could be attacked.

Still, some concussive blasts slipped through, and Mami had to swing away to avoid getting hit. This wasn't like other labyrinths, were her durability would come in handy. Taking one of those things head on would be instant death.

Bullets weren't doing much. Mami tried aiming for the Witch's torso, and while the bullets connected, it hardly seemed to notice them. Homura must have seen this, because didn't bother with guns. Instead, she tossed an explosive at the Witch. It would have connected, had the Witch not sent out another concussive force, punting the explosive back toward its sender.

As Homura vanished, the ground around where she had been blowing apart, Pace moved in. She threw two knives at the Witch, which actually struck its leg. Upon contact, they blew up, making the Witch shift back.

_Explosions, then._ Mami leaped into the air, summoning her largest gun.

"TIRO FINALE."

The blast which followed struck the Witch's face, strong enough to make it stumble back. That stumble only lasted for a brief moment, however, and it seemed to encourage the Witch to play its harp faster. Concussive waves flooded in all directions, weaving _around _Kyoko's barriers to lock onto their targets. Mami's eyes widened, and she jumped away too slowly. The edge of one blast caught her arm, tearing it right off.

Mami screamed, more from frustration than pain.

* * *

Their shouts both irritated and pleased her. Finally, they were beginning to understand the truth. Beautiful despair taught them all they needed to know, yet it wasn't enough. No, only in death could one avoid ignorance. She would gladly bestow such a fate to these girls. Then, she would search for others who were blind. She would lead the way for them, and they too would find answers.

In the back of her mind, she knew her name was Fortuna. Such trivialities meant little to her now. Her Sia Presses were continuing to fill her labyrinth with knowledge far more important than a name. They too could free these girls, if they chose to accept an end through them.

"—_lease, stop . . ."_

Even now, she was constantly gaining information. Using it, she was able to create another spread out force of energy, strong enough to shatter the walls around her instrument. Though circumventing them was a simple task, the time spent doing so gave her students time to react. Of course, seeing them figure out the best way to dodge made her proud. After all, seeing them stagnate would be against what she was trying to do.

Yes, this truly was a wonderful task. Sharing her despair was as liberating for her as it would be for them. Holding it all for herself made her soul cry, but passing her truth onto others would appease it.

She didn't know where she remembered the saying that ignorance is bliss, but she knew how false that was. Hiding away from the world meant letting the pain of others go unnoticed. That was cowardice, a crime which could not be forgiven.

"_Flick—"_

The girl cradling her arm, she had tried to hide, had she not? Nearly, she had kept Fortuna away from this existence, one where she was finally no longer confused. Remembering that, Fortuna sent more attacks in her direction. It didn't bother her when the black haired girl appeared in time for a rescue. Eventually, they would all understand.

More pricks assaulted her body, as the girl with her spear charged in alongside the false angel. Both their weapons dug into her, and annoyance flared up inside of her. What was it going to take for them to stop their resistance?

"—_ou can't—"_

The girls were still trying to assault her. Her harp was fine for dealing with them, but she decided to raise one hand regardless. She slammed it into the ground, creating a shockwave which knocked them all off their feet.

It left them open to the next barrage. Though the barrier user managed to form a shield around most of them, the werewolf-Heretic was caught by a concussive force strong enough to tear off bits of her skin. Only the girl's werewolf durability and regeneration kept her alive, but she was unconscious.

"_No! You're going to kill—"_

Only three combatants were truly still a threat. As the unconscious girl drifted toward a Sia Press, she was stopped by a ribbon swooping her up, forming into a shield around her. As for the girl who had protected her, she was creating more ribbons around Fortuna's arm. Moving at all would slice the limb.

Her fingers were free to pluck at her harp, however, and the force that emerged struck a ribbon, snapping it in half. That would do.

"_STOP THIS, FLICK! STOP HURTING YOUR FRIENDS!"_

Memories assaulted her. She saw herself yanking the blonde girl away from the jaws of a beast. She saw that same girl, along with two others, holding her as she wept.

A scene of school came next. Her first meeting with the liar. The hope for a friend she had felt at the time mixed with the betrayal she felt now.

There was more. Talking on the school roof. Trying to be a proper mentor for the youngest of the girls. Gaining curiosity in a fight with a strange red-haired girl. A practical stranger explaining all she knew about the universe. Comforting a girl who had been suffering for far too long.

Feeling as though she had failed them all.

_Stop it, _she sent to whatever power was tormenting her with these worthless relics. _I don't want these._

"_No! Remember, Flick! This isn't you!"_

The next memory was of a child. That child had woken up from a nightmare, going to her parents' room for comfort. Her mother had awoken, and, knowing what she wanted, gave the child a nurturing hug.

_Mom. _The unfamiliar word rang in her mind. It was a force of its own, pulling her from her task.

Her fingers brushed the harp's string at random. The concussive blasts which flew out of it went everywhere, her aim long forgotten.

Focus. Despair was calling her, reminding her of its place inside her. She drew upon it, letting it guide her fingers.

All the while, a voice continued to scream in her soul.

* * *

"What the hell is happening?!" Kyoko yelled as she jumped away from a random blast which had strayed near her. "Is she getting even crazier or something?"

"How would I know?" Carmentae snapped, rushing in to attack while the Witch was seemingly distracted.

Homura put them both out of mind. Her focus was entirely on the Witch, one she had never seen before you.

_This is your despair, then,_ she thought as she threw another explosive at the Witch. Whatever was distracting it kept it from noticing in time, and the explosion forced it to momentarily stop its assault.

Before long, Homura would run out of explosives. Pulling out a machine gun, she sprayed the Witch with bullets.

Was this how it would feel if she attempted to fight Madoka's Witch. Would this hole in her heart be even larger? Would her quiet sobs grow loud enough for all to hear?

When had Homura begun to cry, anyway? Flick Chambers was gone. This Witch was just another prey. So why did it feel as though she was the one being shot with a seemingly endless supply of bullets?

_You know why. It's because you had hope for once. You fool. Why wouldn't it be ripped away from you?_

It was Homura who had told the other girls, as they ran, that calling out to a Witch was worthless. She had made it clear that once a soul gem transformed into a grief seed, there was no going back. Therefore, even she was shocked when she shouted at the fallen angel attacking them.

"You promised you wouldn't leave me alone!" Homura sobbed, her voice mixed in a hail of bullets. "Didn't you believe me about the past? Then why did you let this happen?!" She hurled the gun aside, pulling out a smaller, simple pistol, and firing with her eyes squeezed shut.

"I'm not strong!" Homura yelled through her tears. "Don't you get that? I can't keep going on like this by myself! It hurts so much! How can you expect me to continue now? When I . . .

"When I need you?!"

The Witch's fingers continued to stroke the harp, and one of the random shots from it landed in front of Homura. She had to shield her eyes, as dust rose up. In the same motion, she wiped the water from her eyes.

"What am I doing?" Homura asked the Witch. "This is the fate we'll all meet someday. You can't be saved."

"No. Flick Chambers still has a chance."

Homura spun around, toward the source of the voice. It came from a girl Homura had not seen in person, only heard about. Knives flew from that girl's hand, landing near each of the Magical Girls. A green mist rose from them, and as it reached Homura herself, she felt her stamina be restored.

As for the girl who had thrown the knives, she stepped forward, right in front of Homura. She was wearing a black cloak, with a white soul gem on the clasp. Currently, her hood was down, exposing hair the same color as Homura's.

Even though the truth was standing before her, it took Homura a moment to accept what she was seeing. The way this girl was holding herself, the look she gave the Witch, Homura recognized them. Those were the actions of a girl who had slain countless Witches in the past. Yet had she been keeping this secret from Flick since the day they met?

_In that case, I should have looked into her sooner. I could have learned from a Heretic who is also one of us._

To think Flick's classmate, Avalon Sinclaire, was a Magical Girl.


	24. Chapter 24

**A/N: This chapter is the longest I have ever written for a story, and perhaps my favorite as well. I hope you all enjoy it as much as I do.**

Chapter 24

"Shut the fuck up!" the large man yelled, rushing his hand out to slap the face of his daughter. Hannah Owens. The eleven year old girl knew she should have taken the attack, in the hopes that it would be enough to appease her father. Daddy was angry that she was crying, and only wanted to silence her. If she took the hint, she would be left alone.

Yet her eyes were filled with her tears, and her mind was scrambled with various emotions. Without thinking, Hannah ducked away from the blow.

Immediately, she regretted it. Seeing her father's eyes darken, fear began to flood her. She knew what the consequences were for refusing punishment.

Sure enough, her father grabbed her by the arms, slamming her into the kitchen table. Her arms flared with pain, and she was unable to support herself before she crashed on the ground. While her head was still spinning, her dad pinned her leg with his foot, grinding the leg hard enough that she couldn't help but cry out.

"I said be quiet, you worthless piece of shit!" he bellowed. "What the hell are you crying for? Don't you bother me with your noise enough? Huh?! Answer, you fucking whore!"

Hannah whimpered, unable to bring a response to her lips. The truth of why she was crying would only make Reginald Owens hurt her more. She had seen a kid hugging her mother after school today, and she had wanted her own mother to be alive so bad it had made her cry. Of course, reminding her father of his deceased wife never ended in anything but pain. After all, he blamed Hannah for her mother's death, since she had died while giving birth to Hannah.

There was something Hannah wanted far more than her mother. That, however, seemed even more impossible for her to obtain.

Mercifully, Daddy didn't have enough energy to hurt her more tonight. Rearing his foot back, he kicked her hard enough to send her into one of the kitchen chairs, leaving her there to pant in pain. He stomped upstairs to his room, slamming the door hard enough to make Hannah jump.

Minutes passed, but Hannah didn't dare move. Until Daddy was asleep, she wouldn't. She had learned not to disturb him as he slept, or else she would be more likely to pass out before falling asleep naturally.

Though she didn't move, she continued to sob. Her sobs were quieter than before, but anyone listening in would have noticed there was far more anguish in them than before.

What Hannah didn't know was that there was someone listening. He stepped forward, appearing in the kitchen light. Hannah looked up, meeting his crimson eyes with her own. It took a moment for her to process what she was seeing.

"Are you . . . a cat?" she asked the fluffy white creature before her. Its strange ears caught her attention, and she reached out to pet him.

He leaned in to her touch, making her smile. That didn't last, as his next action made her rear back.

"Hannah Owens," he said. "I apologize for not contacting you sooner.

Almost, Hannah believed she was hallucinating. With wide eyes, she found more distance between herself and the creature, pointing at it with a shaking hand.

"You just talked," she said.

"Indeed," he responded. "I'm aware your species isn't used to communicating with others on this planet. Would it help if I spoke in your mind instead?"

Hannah shook her head, the ridiculous statement almost making her want to laugh. "Who are you?" she asked.

"I am Kyubey," he said. "I've approached you because I want you to make a contract with me, and become a Magical Girl!"

"A Magical Girl?" Hannah echoed. "Like on TV?"

"Somewhat," Kyubey said. "We are tasked with finding young girls who have potential, and creating a contract with them. You can be granted any one wish, but in exchange you have to spend the rest of your life fighting Witches. They're dangerous creatures, born from humanity's curses, who lure humans into their labyrinths and kill them. There's no guarantee that you would last long fighting them, so you should decide if you have a wish worth fighting for before making your contract."

A wish worth fighting for? Of course she had one. It had been with her for nearly a decade now, and sometimes she prayed for it to come true at night, despite the fact that she didn't believe in a god. If Kyubey could really grant it for her, then . . .

Then miracles were real. How could she ever turn one away?

Hannah rose to her feet, and Kyubey jumped on the table to stay close to her level. She met his eyes once more, her decision already made.

"I do have a wish, Kyubey," she said. "Can you grant it for me?"

"Of course!" Kyubey said. "Go on, then. State the wish that will make your soul gem shine, Hannah Owens."

_My soul gem?_ That had to be something magical. Magic. Magic was real! Hannah found herself bouncing with excitement. She stopped at the reminder of what she was about to wish for, taking a deep breath. Once she spoke her next words, she knew there would be no going back.

_I won't look back, then. We can make a new future together._

"Kyubey," Hannah said, "I wish my dad loved me."

* * *

"Ahh!"

It was Hannah yelling, jumping away from a car at the last moment. The busy highway was unlike any she had seen, as it eventually led into a steep cliff. Cars continued to appear from the edges, driving to the other end and off into the void below. There was so many streets for Hannah to cross, and each time she barely avoided getting run over.

Kyubey's presence on her shoulder helped. She scratched his head, smiling when he tilted it for her to reach more.

Pulling down the hood of her cloak, Hannah looked at how many roads she had left to cross. Three more. She was almost there.

Hannah put her hood back up, then leaped into the air, landing on the roof of the first car. She came close to stumbling off, as it was going way too fast for her to find easy footing. It had to be pushing 70 miles per hour, yet Hannah had been crazy enough to go car hopping.

Well, being a Magical Girl helped. Hannah loved soaring from rooftops, climbing to high places, and testing her acrobatic abilities. Magical Girls really were amazing, and Hannah hoped she would meet another one someday.

Two more jumps brought her close to the other side of the road. A grassy patch was waiting for her, to give her a brief respite before she had to traverse the next perilous road.

This time, she didn't slip as she hopped off the car. Landing on the grass, she took a moment to breathe.

_Two more. You can do this._

A few minutes later, she had put all the roads behind her, and was now standing on a dark, grassy field.

"Where's the Witch?" she asked, right before she felt rumbling below her.

The ground beneath her burst apart, a giant, worm-like monster with wheels bursting free. It was as ridiculous as it was terrifying.

Had this been Hannah's first hunt, the Witch would have devoured her. Since she was approaching a dozen hunts, she hardly had to think as she summoned a seemingly normal looking knife in each hand.

Despite their appearance, the knives were far from normal. She threw one into the worm's mouth, and when it struck, the worm suddenly pulled back to avoid eating her. A moment later, it realized what it was doing, and began its assault once more.

Hannah's knife reappeared in her hand, and this time she threw it at a nearby tree. Branches grew from it, reaching down to lift her into the air and away from the Witch's next attack.

That was her knives' greatest strength. Any living thing she struck, even plants, wouldn't want to see her harmed. The effect wouldn't last long, but it had gotten her out of countless situations.

Right now, it put her in the best position to finish off the fight. She dismissed both her knives, before focusing her magic. Another knife appeared, one which she had to hold onto with both hands due to its ridiculous size. Twice her height, it was something which belonged in an anime. Yet here she was, lifting it herself with ease.

As the Witch approached, she leaped off the branch, swinging the knife overhead. She met the worm halfway, slicing through its body and cutting two of the tires. Turning around, she saw the chunk she sliced fall off the rest of the worm. It was a large enough piece that the Witch didn't recover.

That was all. The labyrinth faded before her, letting her pick up the grief seed that had been left behind.

"I'm getting better. Kyubey!" She used once arm to press him against her head. "Did you see that?"

"I did," he confirmed, rubbing his head against hers. "You've been getting faster. We may have enough time to hunt one more Witch tonight."

Hannah bit her lip, considering. She didn't want to leave any Witches to hurt the people in her town. Kyubey had assured her they didn't act immediately upon hatching, but even so, the lives of everyone nearby were in Hannah's hands, whether they knew it or not.

"Let's head home," she decided. She was getting tired, and who knew how long it would take to find another Witch. If any made their presence obvious, they would be dead before the end of tomorrow, she was sure.

Besides, Dad was cooking her dinner tonight, and they had promised to eat together. Hannah wouldn't miss the chance to tell him how her school day had gone.

* * *

Two months passed, as Hannah continued to hunt Witches. They were the greatest two months of her life. School was so much easier when she wasn't trying to hide bruises from her classmates, and every day she hugged her dad when she got home. Once her homework was complete, she hunted Witches with Kyubey, discovering labyrinths which continued to amaze her.

It was everything she could ever dream of.

One night, she was leaning against the foot of their living room couch, which her father sat on to watch sports on the TV in front of them. Hannah didn't fully understand football, but watching anything with Daddy was a treasure to her. Kyubey had said something about her being ahead on her Witch quota, so she would enjoy this night off while she could.

At least, that had been her plan, before the door to their apartment burst open. Rushing through was a pale man, who smirked when he saw Hannah, revealing shark-like teeth.

"Good," he announced as he staggered toward her. "Fresh meat."

He moved, then, so fast that Hannah could hardly keep up with him. Her father was standing, putting himself in front of her. "Stay away from my daughter!" he bellowed, and Hannah couldn't stop herself from reflexively flinching at his shout.

The shark-toothed man merely laughed, producing a knife from out of nowhere. Hannah only saw the blade for a moment, but it looked longer than the blades on her own knives. She barely had time to see it, before that blade was forced into her dad's stomach.

Hannah screamed, helpless as her father fell to the ground. Meanwhile, the pale man blurred her way, lifting her up by the arm. "Wish I had time to take this slow and really enjoy my meal." He shook his head, as though in mourning. "Especially when they look as tasty as you. But I need a recharge before those fucks catch up, and I think you'll do just fine."

Seeing she was cornered, Hannah transformed. She saw the predator's eyes widen right before she cut into his arm with her own knife, making him drop her. As she fell, she scraped her own arms on the wooden floor, causing them to cut open. Her blood mixed with that of the shark man's. Her father's blood was also near, but not close enough to get mixed in with the rest, a fact which she would one day come to grieve over.

"Those fucking angels," the shark man growled. "They should have told me I was dealing with a Heretic! Whatever, you're still a child, and I'll slaughter you as easily as one."

Once more he moved, and Hannah jumped to her feet to block his attack. She might as well have not bothered, for he swiped her knives away with ease, and positioned himself to stab into her as well. Knowing she wouldn't be able to dodge in time, Hannah shrieked.

A whip caught the shark man's arm, yanking him backward. Both Hannah and the man looked toward the entrance of the apartment, where the attack had come from.

Standing there was a woman Hannah could only describe as regal. Her red hair was cut short, and she held herself with beauty and confidence unlike anything Hannah had seen before. In her hand was a glowing, crimson whip.

"Baroness," the man spat. "To what do I owe this personal attention?"

Hannah had believed her father to be the strongest person she knew, but she realized now how little strength he had. When the baroness spoke, it was with power unlike any she had seen.

"Fahsteth," she stated. "Step away from the girl and her father. If you hurt them, you will regret it immensely."

"That so?" Fahsteth asked. "That sounds like a challenge to me." With those words, he hurled two knives. One struck her father, furthering the damage that had already been done to him. Hannah wasn't aware at the time, but in those moments, Reginald Owens drew his last breath.

A voice, Kyubey's, shouted in Hannah's ear, giving her the time to spin away from the knife sailing her way. Yet something still dug into a leg. She shouted, falling to the ground as the strength left her body.

_But . . . I dodged._

There was a fight happening, one Hannah couldn't follow. Her eyes weren't focusing, and her ears weren't properly picking up noise. Soon, though, Fahsteth's body fell to the ground, and the woman who had slain him was glowing.

"No, no, no," she murmured, rushing to Hannah's side. "I'm so sorry, child. I was hoping to save you in time."

_No, _Hannah thought. _I don't want to die. _Yet she couldn't speak.

The woman murmured a few more words, and there was a flash of light. Then, Hannah only saw darkness.

* * *

When Hannah next awoke, she was lying in a fluffy bed. Almost immediately, she wanted to fall back asleep, and accept its warmth and comfort. A pricking in her leg made her frown, as it distracted her from doing so.

_Why is my leg—_

With a gasp, Hannah jolted up, memories flooding back to her. She would have shouted, had a gentle hand not rested itself on her leg.

"Shhhh," a voice whispered. Hannah looked to her left to see the women from before. "It's alright. You're safe now."

"W-what?" Hanah asked. "Where . . . ?"

She was in a child's bedroom. That much was obvious. But that was all she could tell.

"You're in an apartment at Crossroads Academy," the woman said. "I brought you here to recover. I'm very sorry for paralyzing you before, but I had to make that creature believe you were dead."

"That w-was you?" Hannah asked. "Why?"

The woman sighed. "The one you formed a contract with, Kyubey, is not who he seems. I had to get you away from him. I was planning a method of doing so, when Fahsteth attacked your home. He limited my options."

"But Kyubey's nice!" Hannah protested. "He saved me, and he made my father—" She stilled.

Arms—the woman's—wrapped around her. "I know," she whispered. "I'm sorry, but I could not save your father in time."

Her words made no sense. Daddy couldn't be dead! He finally loved her! After everything that had happened, that couldn't be fair!

Hannah burst into tears, shaking her head. "You're lying!"

"I'm sorry," the woman repeated, and there wasn't an ounce of deception in her voice.

"No," Hannah sobbed. "Please, no. Daddy!"

It was her fault. Her father had been right all along. She had killed her mommy, and now her daddy was dead because of her too. Hannah was a murderer.

"That's not true," the woman said, making Hannah realize she had spoken out loud. "You are not to blame for this, Hannah. You're only a child. Others caused your parents' deaths, and I swear to you they will be brought to justice."

Despite the words, Hannah could only continue to cry while the woman held her.

* * *

The woman's name was Gaia. Rather than give Hannah more information that could make her distraught, she introduced her to Crossroads. Most of the staff were kind to her, promising to help her whenever she needed it. Hannah distracted herself with how amazing magic was, looking in on classes, observing the beach and Pathmaker tower, and even learning from some of the teachers personally. When her soul gem had begun to darken, Gaia offered her grief seeds.

Days later, Hannah met Gaia in her office, a room far larger than the outside implied. There were two levels two it, and the level Hannah was on had a soft carpet, walls filled with paintings, and Gaia's desk at the back of the room. Multiple windows were behind her, floor to ceiling, displaying footage of various locations that could be attacked by monsters, since Witches were apparently not the only threat in the world.

"Thank you for coming here," Gaia said, sitting at her desk. Hannah took the seat across from her. "I know these last few days have been difficult for you."

Hannah swallowed. "It's fine. I . . . I'm alive, at least."

"Even so, you should not have had to suffer so much," Gaia said. "For that, I truly apologize."

"It's not your fault," Hannah muttered, looking away. "Why did you want me to keep my soul gem a secret, though?"

Gaia smiled softly. "I told you of the Bystander Effect, did I not? There is another version of it, exclusive to Magical Girls and Witches. Few Heretics are aware of their existence."

"But you are," Hannah said.

"I am," Gaia said. "I have been around for many, many years, though I only recently discovered the full story of Magical Girls. The Incubator worked to hide the truth from me for a long time, and it took a while to put all the pieces together without alerting him."

"Incubator?"

"Kyubey," Gaia said. She sighed. "Hannah, I know you trust him, and I know it will be hard to convince you otherwise. I am willing to share some memories, which will show you the truth. Only if you are willing. These . . . won't be easy to see."

"Memories?" Hannah asked. "What do I need to know that I don't already?"

She flushed after asking the question. She was only a child, of course she didn't know everything.

"Nevermind," she said. "Show them to me. If it's about Kyubey, I should know, right?"

Gaia's smile returned. "You are right. Very well." She reached out her hand, prompting Hannah to take it. Hannah did so.

Then, she saw everything. Girls contracting, then dying brutally to Witches. The survivors losing control of their souls, and turning into the very beings they swore to despair. Kyubey approaching historical figures, causing revolutions by contracting the right girls. All for the purpose of a hivemind. To stop entropy, to keep the fueling the universe with energy with the most potents source they could find—the despair of young, human girls.

"No," Hannah whispered, slumping back into the chair once the visions faded. "That can't be—is that really true?"

Gaia nodded. "It was why I had to save you. In that moment, I made it appear as though the knife drained your soul gem of energy. Kyubey will not be searching for you any longer."

Hannah's stomach was hurting. "But I'm still a Magical Girl. That means I'll . . ."

"Hannah." Gaia embraced Hannah, who hadn't even noticed her stand and walk over to her. "You should have had a much longer childhood. I had hoped to give you a chance. Now, all I can offer you is an escape."

Hannah sniffed. "An escape?"

"You now know that your soul is in there." Gaia pointed at her ring. "I can return it to your body."

Hannah's eyes widened. "R-really?"

"Yes," Gaia said. She kept her hands on Hannah's shoulders, but made enough distance between them that Hannah could see the sincerity in her eyes. "Heretics have a form of personalized, magical energy which we can use for spells, inventions, and so much more. We can put that energy into blank cards, called enners, to use as currency. Recently, I discovered that process can be used on something else. Soul gems.

"If I put my energy into yours, it can be fueled without your soul. The process is a bit more complicated, involving your soul returning to your body in the same moment as your soul gem receives my energy. I've spent the last few years perfecting this spell, however, and I believe it can be done. Your soul gem would run on magic, and you would be able to personally refill it as you got older. If it were to one day darken, you would not be in danger. Another spell would be placed on it, to teleport it to a remote location as a Witch born from the energy inside hatches. This can all be done. That is, if you're willing."

The moment Gaia finished speaking, Hannah rapidly nodded. "Please. I don't wanna be a Witch."

"Very well," Gaia said. "One more thing. You already know how to fight. Both your powers as a Magical Girl, and those you gained from Fahsteth, will help keep you safe. Even so, there are many threats out there, and I won't always be there to watch over you. I would like to train you. Unless, of course, you would rather put magic behind you."

"No!" Hannah blurted, surprised at how her heart raced at the thought. "That man . . . Fahsteth. I was nothing compared to him. It was only because of luck that I bonded with him, and that I managed to survive at all. I . . . don't want to feel that hopeless ever again."

Gaia's eyes softened. "I see. In that case, I will work for the protection of my daughter."

Hannah's heart skipped a beat. "Your—your daughter?"

"If you accept," Gaia said. "I am not doing any of this for my own benefit, Hannah. I truly care about you, and I wish for you to have a mother. I only hope I could live up to your expectations."

There were no more words between them, mainly because Hannah couldn't say any. Her voice choked up, and tears flooded her eyes. When she buried her face into Gaia's stomach, tightly hugging the woman, Gaia remained silent as well, gently holding Hannah in her arms.

In the following days, she would change her name entirely, to keep Kyubey from linking Gaia's new daughter to the presumed dead Magical Girl. She knew that if Kyubey were to find her, he wouldn't let her go a second time. Perhaps he would find a way to return her soul to her soul gem. That was a risk Hannah could not take. It would be years before Kyubey saw her again, hopefully long enough for him to not focus on her. Apparently, contracting meant her potential had been exhausted, and since she hid her soul gem, Kyubey would sense something odd with her. Hannah had to take as many precautions as possible.

When Gaia asked her for a new name, she asked her to choose. She wanted the name to come from her.

And so, she took on the name Avalon Sinclaire. It was a name she would cherish forever.

For it had been given to her by her mother.

* * *

Avalon found herself in her mom's office once more. Six years had passed, and she had grown into a remarkable fighter. Her knives took on a new purpose, left to be enchanted and stored with any spell of her choosing. When she wasn't training, her time went into summoning more knives and giving them spells. With the powers granted to her as a Magical Girl, she could sort through them with no problems.

Given that advantage, she had begun her battle years ago. Gaia had wanted to keep her safe, but Avalon had pointed out she needed real experience to defend herself. They talked it over, and decided what Avalon would do—posing as Gaia's agent. Her mission, given to her by Gaia, was to help free Magical Girls from despair. Gaia couldn't move in herself, lest she attract the Incubator's attention, or those he worked with to keep Heretics away from his projects. Instead, Hannah went to various locations, completing random tasks for Gaia which usually involved Alters. This was to keep anyone from noticing a pattern when she instead met with a Magical Girl.

Apparently, she had a reputation among Magical Girls as a ghost. One who came to Magical Girls in their time of need, lending them her strength. Truthfully, she was only using a spell which Gaia had taught her, altering their soul gems.

The spell wasn't the same one Gaia had used for her. That took far more potential, and would go noticed by Kyubey. No, this spell allowed Avalon to put her energy in their soul gems for a different purpose. She would shift it into a wall around their souls, blocking their despair from darkening their soul gems. This would shatter eventually, but it greatly extended the life spans of Magical Girls, giving them a chance to push past their problems and survive. Due to this, far less Magical Girls turned early on.

Avalon suspected Gaia had found another Magical Girl in need of help. So when she reached Gaia's office, she asked the usual question.

"Where am I heading this time?"

As usual, Gaia hugged her before saying anything. Avalon returned the hug, then moved to sit at Gaia's desk.

Once Gaia herself sat, she responded. "This is different than usual," she said. "I need you to investigate a girl living in Japan. She's not a Magical Girl, or aware of magic at all, as far as I'm aware."

Avalon blinked. "Then why do you need me watching her?"

"Recently, a large amount of magical energy has gathered around her," Gaia explained. "I can't detect where it's from, but my initial predictions are that it's leaking out of an entirely different timeline."

"A different timeline? Isn't traveling through time supposed to be difficult? I know you told me you did once, but . . ."

"That was different," Gaia confirmed. "This energy is slowly gathering around the girl, not inside her but still concerning. If she somehow knows what's going on, or someone near her does, we need to be ready to respond. So, would you be interested in transferring to a school in Japan?"

"For you, of course," Avalon said. "But why would this girl be a magnet for magic anyway? Is there something different about her?"

Gaia smirked. "I will have to take you to a separate location to explain, but yes. Let's go now, and I'll tell you all about Felicity Chambers and her mother, Joselyn."

* * *

Avalon used her _other _power.

The students who would have been attacked by spiders moved. They all made their way to her, waiting for her to speak. Avalon knew that they would wish to help her. Her power made them care for her in that moment, making them not want to upset her. And so she spoke.

"Stay away from the spiders! Don't let one touch you!"

Finally, they were in motion, and they spiders screeched in annoyance. Avalon took the chance to throw more knives at them, freezing them solid. While she had the power to tame predators, it only worked on Familiars when they weren't under the control of a Witch. This was her only option.

She hated using the power granted to her by her wish. It felt far too much like brainwashing, like she was taking away their agency. What would Flick think, if she knew Avalon had wished for love, and could manipulate others because of it? Learning Avalon was a Heretic had hurt Flick enough. Avalon wouldn't disgust her friend further.

No, she knew the truth. Avalon was afraid of what Flick would think when she learned everything about her. Maybe it was selfish, but Avalon wanted to hold onto this secret for as long as possible.

Even if she knew it couldn't last.

* * *

Standing before everyone, Avalon couldn't help but feel exposed. They were all staring at her, the shock clear on all their faces. Flick's Witch was at least starting to slow down on its attacks, her focus on something else. It meant the blasts coming from her harp weren't aimed properly, meaning they could talk without fear for now.

"What do you mean?" Mami asked. "Flick can still come back from this? But I thought . . ."

"By your laws, it's impossible," Avalon said. "But for Heretics, there's a way. I'll need _everyone's_ help, though.

It was then that the others noticed Sayaka and Madoka, who had followed in behind her. Sayaka held Flick's body.

"Madoka!" Homura blurted. Avalon only knew their names because Flick and Mami had told her about everyone during their tutoring session.

"I want to help!" Madoka declared. "Avalon said there's a way."

Homura glared at Avalon, who was quick to explain herself. "Madoka doesn't need to contract to use magic. The Bystander Effect was taken from her. It would be difficult for her to cast spells, but she doesn't need to. She just needs to provide me with the energy used to restore Flick. The spell uses more energy depending on the strength of the Witch, and with Flick's power, we _can't_ save her without Madoka's help. Madoka needs to do this."

"What is this spell, then?" Homura demanded. "What do you need Madoka for that you can't do on your own?"

"I need enough energy to fill Flick's grief seed, so that we can pull her soul out of the Witch," Avalon said. "We have to do it before killing her, otherwise it won't work. That's why we need Madoka in here with us."

Homura bit her lip, her hesitation obvious. When Madoka spoke, she turned her way.

"I know you've been keeping me safe, Homura," Madoka said. "I'm really grateful for that. But if I can help, I can't turn away."

Homura sighed. "I know. I've known for a while." Rather than elaborate, she asked, "So you want us to keep the Witch busy, while Madoka gives you enough energy to cast this spell?"

"Can you do it?" Avalon asked.

"Of course!" It was Sayaka who spoke. "I owe it to save her, after all she did to save me."

"Eh, fighting's what we've been doing, so I don't see a problem," Kyoko said. "Hey, Carmentae, can you give her some energy too and speed this up?"

"I can," Carmentae said, "but I'm not done fighting just yet. Besides, we need to keep it away from them."

"Here." It was Mami. She made a platform of ribbons. "Stand on this so the floor doesn't distract you."

Right. Having to step back into position every few seconds was getting to be annoying. She leaped onto the platform, holding out a hand to pull Madoka up. Then, she took Flick's body from Sayaka, placing it next to her.

"I'm going to give to a sliver of my energy," Avalon said. "Once it joins with yours, you should be able to sense all of your potential. Channel that into what I gave you, and work on sending it back. That should come naturally."

Madoka nodded. "Got it."

"Alright, then," Avalon said. "Let's do this."

"Looks like she's done being distracted!" Carmentae called out, and the battle began.

Their hands linked together, and the process began. Immediately, Avalon was aware of a massive pool of power. As it flowed into her, she was given full awareness of the battle taking place.

"Flick!" Mami shot her with multiple muskets. "I'm sorry! Please, let me make this right!" A blast shot her way, but she made a shield with her ribbons. As it came apart, she was already firing at the Witch once more.

Carmentae was approaching the Witch's head, leaping from platform to platform. Those platforms were, in reality, Kyoko's barriers. The redhead was running sideways to avoid attacks from the harp, her eyes on Carmentae. As the Seosten made it to the angel's head, its focus was entirely on her. Multiple shots emerged from the harp, all centered on her location.

A burst of speed brought her over the Witch's head, letting her dig her kusarigamas into it. It lost multiple eyes in her assault, unable to get its shields up in time. Using the motion, she jumped onto Flick's shoulder. "Over here!"

"How are you doing?" Avalon asked, returning her attention to the other girl. She was glowing, and her eyes were wide as she adjusted to so much power.

Still, Madoka nodded. "I'm okay."

"Keep going," Avalon said. "We're almost a third there."

While they had been talking, Carmentae had been forced off Flick's shoulder. She flipped midair, landing on her feet and dashing away from another blast.

"TIRO. FINALE."

Mami was something else, fighting with one arm. She could barely hold the massive gun she fired with, but she still managed to strike Flick's torso, making her stumble back. Sayaka took advantage of that, turning into a wolf and leaping into one of Flick's legs. The Witch fell to the ground, leaving it exposed.

Homura moved, then, throwing one of her explosives at Flick. It reached her head, peeling the edges with the explosion.

It was clear that Flick was panicking, and it hurt Avalon to see it. The Witch all but fell on her instrument to play it, sending a wave stronger and wider than any thus far. This time, both Kyoko and Mami reacted, forming a massive wall made from both their powers. It caught the entirety of the wave's force. The two girls looked at each other, Mami in shock and Kyoko with a smirk.

The path was open, and Sayaka moved in, supported by Homura's gunfire. She was a Magical Girl once more, and she cut off strings of the harp with the cutlass. "I won't hurt you again!" she proclaimed. "Flick!"

"Hey, Mami! Give me a ribbon!" It was Carmentae who asked, and Mami complied. Carmentae swung off it, reaching the harp herself and cutting into the strings. "So we _can _break this thing!" One of Flick's fingers plucked it, and the shot connected directly with Carmentae. However, it was one of Flick's wings that got torn apart instead. "You fell for it again!"

Madoka was starting to breathe heavily, and Avalon squeezed her hands. "You're almost there. Just hold out for a little longer."

Flick slammed a hand into the ground, forcing everyone to their feet once more. Only Avalon and Madoka were spared, since their platform was elevated. While they were stunned, she played what was left of her harp, sending the force toward the dome protecting an unconscious Pace.

It never reached its target. A bullet struck it at the halfway point, which was the perfect spot for it not to affect anyone. When the blast faded, Homura was standing near, a pistol in her hand. She had used her magic to shoot it in time.

The Witch had begun to thrash, wildly swinging at the girls with her hands even as she rose. Carmentae jumped into Kyoko, who boosted to get away. Sayaka, as a wolf, managed to jump onto the arm itself and bite into it. Mami attached a ribbon to Flick, swinging into the air to evade.

Finally, Avalon felt so much energy pouring into her that she could barely contain it. She knew it was only a slither of the power Madoka truly held. If she wished it, Madoka could be an unstoppable force. It was a scary thought.

Right now, however, she was a young girl overwhelmed by exhaustion. Her face was strained, and her legs were shaking.

"That's all," Avalon murmured to her. "You can stop now."

Madoka all but collapsed into her, and Avalon was careful to set her down gently. Once she was on the ground, Madoka sat back, panting for air.

"Ready!" Avalon called out. Thankfully, the others heard her. They jumped away, letting her leap off the platform with Flick's body in her arms. She stepped forward, looking up at the Witch. In that moment, Flick's attention seemed to be entirely on Avalon, who was glowing as brightly as Madoka had been before.

"Thank you," Avalon said. "For trusting me. I only came to Mitakihara to help my mom, but I'm so glad I met you."

The Witch made a high pitched, guttural noise, waving its arms wildly.

"I know," Avalon said. "You're in pain. Let me help you."

Taking a deep breath, she drew the spell on Flick's arm. Looking at it, there weren't any visible errors. Once she pulled Flick's soul out of the Witch, it would enter her body through the rune.

Avalon raised a hand, and a wave of white rushed out of it. It was so bright all the Magical Girls had to shield their eyes, and the Witch screeched. As for Avalon, she looked directly ahead, muttering the words for the spell Gaia had taught her.

There. She could feel it. Deep within a pool of despair was Flick's soul. The energy poured into her, and threatened clashing with the soul itself. As Avalon activated the spell, that changed. More of her and Madoka's energy flooded Flick, and as the rune began to tug at her soul, it flew out of the Witch. A black orb could be spotted in the air, which dissolved into a familiar brown, before flying into Flick. The rune glowed the same brown, before vanishing from her body.

Then, Avalon threw a knife at the Witch that remained. It struck home, and the spell activated. The energy which now fueled the Witch was new, unstable. The spell which activated was a disruptor, which sent that energy into a frenzy. This time, even Avalon had to shield her eyes as the Witch imploded before her, sending enough energy flying to nearly sweep her off her feet.

It vanished as swiftly as it came, and when Avalon uncovered her eyes, she was on a Mitakihara field once more, the others standing around her. Instantly, she put two fingers on Flick's neck.

A pulse. She was alive.

When Avalon told the others, the relief was immediate. Sayaka teared up, but she was beaming. Mami looked like she had just saved the world from ending. Carmentae had left Kyoko, and both were whooping. Even Homura couldn't keep a smile off her face. While Pace was still unconscious, the sight of her regeneration working to heal her was enough to signify that they had all survived the labyrinth.

Except there was something else that caught Avalon's attention. It wasn't long before the others noticed it, and all grew silent as they stared. No one seemed to know how to react to what they were seeing. A small figure in a blue body suit, passed out on the ground.

"Alright," Kyoko finally said. "Anyone want to tell me who the little blonde girl is?"


	25. Chapter 25

**A/N: Thank you everyone for your support on the last chapter. I was ecstatic to see how many of you enjoyed it.**

Chapter 25

"She's a Seosten," Homura spoke, stepping forward when no one else did. "One on our side."

"You knew about her?" Mami asked, wide-eyed.

"I'm not the only one," Homura said. She faced Carmentae. "Right?"

Carmentae shrugged. "Pace and I saw her with the choker during the fight. She was possessing Flick, but not controlling her."

Before she could continue, Avalon was in front of her face. "What the hell are you saying? Flick can't be possessed!"

Homura could sympathize with the Heretic. They had all seen the effects of Seosten possession, and just how terrible it was for the host. If Madoka had been possessed by one of them . . . Homura would make sure there was nothing left of the creature.

Yet she knew this was different. That child had been prepared to risk her life for Flick. She had stayed with her to the end. Or rather, what should have been the end.

That was another topic to think about. Flick had turned into a Witch, then come back from that state. Doing so should have been impossible. After countless timelines, Homura had never seen a Witch be saved. Even Kyubey had thought it to be impossible. Despite all that, here Flick was, breathing calmly in her slumber.

What did this mean for Magical Girls? Their fate was supposed to be helpless, yet Flick Chambers had defied those odds multiple times. She'd needed help tonight, but even so, Homura felt as though it had to be Flick who showed her this truth.

It would take time for Homura to digest all that had happened.

"Why not?" Carmentae asked, looking honestly confused. That Avalon looked ready to bring out one of her knives didn't seem to faze her.

"Because she—" Avalon bit her lip and looked away. "She's not a slave."

"Of course not," Carmentae said. "I already said the kid wasn't possessing her. She was hiding in Flick, probably for years. Maybe Flick knew about her."

"She did not," Homura said. "I spoke with this girl myself. She helped Flick where she could, but hid her existence so no one would figure out the truth."

"The truth?" Kyoko echoed. "You gonna fill the rest of us in?"

Everyone nodded in agreement, and Homura realized they would be willing to listen to her. Even Sayaka Miki, a constant obstacle in her gaining the others' trust, raised no suspicions.

_Another miracle brought about by Flick Chambers._

Even so, Homura wouldn't relax yet. Miracles always came at a cost. That, she would always believe.

Homura sighed. "Let's bring them somewhere safe. I'll explain along the way."

* * *

They needed her truth. All of them, ignorant of despair, could not go on in such a state. She knew she had to help them, more than anything.

A sharp pain in her head threw off her thoughts. It was her only sensation, as everything else felt numb. What was happening to her? Where were the others?

_The others. Homura, Mami, Sayaka, Pace, Avalon, Madoka, Kyoko, Carmentae. Weren't they all together?_

Her mind was fuzzy. Why would Avalon be with everyone else?

_Come on, Flick. What's the last thing you remember?_

Sayaka. Flick was with Sayaka. The events were still not there, but the emotions were. The desperation. The fear.

The despair.

_That's right. I . . . I turned into a Witch!_

Was this being a Witch, then? This emptiness?

_How tragic. And no one understands until it's too late. That's why I have to make them understand._

Wait, what? Why would she want anyone to feel this pain? Why did she especially feel as though she had to show her friends how her despair felt?

_No. That's not right. It can't be._

_They're fools. I have to guide them._

_They're happy the way they are._

_That happiness is a lie._

_Not after all they've been through together._

_They would be better off knowing the truth. The truth I've always seeked._

_THIS ISN'T WHAT I WANT TO BRING TO THE WORLD!_

Flick jolted up, screaming. She flailed at nothing, trying to fight her own thoughts back. Her mind was racing, and she could hardly breathe between large gasps for air.

Before Flick could gather her scattered thoughts, the door slammed open, a familiar figure rushing in.

"Flick!" Avalon blurted, skidding to a stop beside the bed she was in. "It's okay! Calm down! You're safe now."

Putting a hand to her pounding heart, Flick took a deep breath. "W-what—what happened? Where am I? Is everyone—"

"Everyone's safe," Avalon interrupted. "This is a spare room in Homura's apartment. The others are in the main room, waiting for you to recover."

"Recover?" What had happened? Why was she having trouble remembering?

"You . . ." Avalon swallowed. "You turned into a Witch. We were able to bring you back."

Those words were they key Flick needed to unlock her memories. They all came rushing back. Her despair, and what she had done.

There was just enough time for Flick to push Avalon away before she started throwing up on the floor.

All of them had come close to dying. Pace had been left barely alive. They were all Flick's friends, and she had—she—

"I—I didn't mean to," Flick croaked. "I was just—my mind was—oh, please, no."

Her eyes were filled with tears, and she felt as though needles were pricking her entire body. She hardly noticed as Avalon approached, then wrapped her arms around Flick.

"It's not your fault," Avalon said. "You saved Sayaka, Flick. Everyone's alive. No one blames you." She exhaled. "I'm glad we were able to save you."

"H-how?" Flick asked. "How did you free me from . . . from that?"

Avalon looked away.

"Avalon?" Flick asked.

"I'm sorry," Avalon said.

"What do you mean? You have nothing to apologize for."'

"I do, though," Avalon said, and then transformed. The cloak meant nothing to Flick, but the object in the center of its clasp was unmistakable.

"You're . . .?"

"A Magical Girl," Avalon said. "I'm sorry."

This time, it was Flick's turn to hug Avalon. She felt the girl stiffen in her arms, before slowly raising her own arms to return the embrace.

"Thank you," Flick said, "for saving me. And for trusting me with this."

"I . . . I wanted to earlier," Avalon said. "Kyubey knows who I am, now. There's no doubt about that."

Flick stilled. "Are you in danger?"

"Not any more than you are." Avalon pulled her tighter. "All that matters is that you're alright."

"Avalon . . ."

Their eyes met, and Flick saw her own feelings reflected in Avalon's eyes. A silent agreement passed between the two of them. Though they held similar hesitations, they both wanted to treasure this moment while they still had the chance.

Flick leaned forward, touching her lips to Avalon's.

She felt magic.

* * *

"Sorry to keep you waiting."

Homura's gaze snapped toward Flick, who was entering the room alongside Avalon. Both of them practically had sparkles in their eyes.

"Flick!" Mami said. "Are you feeling alright?"

Flick smiled. "I am. Thanks, Mami. And all of you. I seriously don't know how to repay you."

"You—" Sayaka began, before snapping her mouth shut. When everyone turned toward her, she looked down, her voice far more quiet when she spoke. "You already saved us. You . . . you gave yourself up for me. I was so awful to all of you, yet you still . . ." Tears fell down Sayaka's face. "I'm so sorry!"

Not a second passed before Flick was at Sayaka's side, embracing her. "Hey, it's okay," she whispered, and Homura was the only one close enough to the pair to hear. "You were used, Sayaka. The despair was controlling you. I don't blame you. So you don't need to apologize, okay?"

Sayaka shook her head. "But it's my fault you became a Witch."

"I'm still here, Sayaka," Flick murmured. "I'm not going anywhere, I promise."

"How do you know?" Sayaka's voice was barely intelligible past her sobs. Flick pulled away just enough to meet her eyes, and show her a soft smile.

"After all we've been through," Flick said, "why wouldn't I have faith in all of us? We can survive, Sayaka, I promise."

Flick then turned toward Homura. "I promised you that, too, Homura. I'm so happy I didn't have to break that promise."

Homura blinked, and for once a response didn't come to her. Having a promise you cared for, one you were determined to see through, was all too familiar to Homura. To see hers through, Homura had to not rely on anyone. Except Flick, with her stubbornness, wasn't even giving Homura a choice.

_It has to end now, _Homura realized. _If I can't save Madoka in this timeline, then how can I expect to succeed in any other?_

The thought made her shiver.

"While you're throwing out sweet words," Carmentae said, "I think she could use a few."

It was then that Flick's attention fell on the youngest occupant of the room. The girl, Tabbris, was awake, and she met Flick's stare with wide eyes, her body filled with tension.

Flick took a few steps forward, then kneeled to be at eye level with the girl. "You were the one holding me back," Flick said. "When I was a Witch. You . . . kept me from hurting them."

"I-I did," Tabbris said. "Do you remember? It's me, Tabbris."

"Tabbris?" Flick asked. "That's . . ." Then, her own eyes widened.

* * *

Tabbris. Flick had met her before. It was a memory she hadn't actually experienced, but thanks to the effects of her wish, it came back to her at that moment. Five years before, her mother had introduced Tabbris as Flick's little sister. Not knowing everything yet, Flick had been eager to spend time with her. For a few weeks, she had done just that, getting to know her new sibling.

Then, her mother had pulled her aside and said Tabbris was in danger. That they were protecting her. She said Flick had to forget about Tabbris while the girl lived inside her, that way no one would detect her.

Though she had been scared, and not fully understanding the situation, Flick had agreed. At the time, she only understood that Tabbris—her sister—had needed her help.

She had let her mom, along with some others whose faces she still could not remember, erase her memories of her time with Tabbris. Not forever, though. They were set to return the moment Flick heard Tabbris' name, from the girl's own mouth.

Her sister was with her. Tabbris had been protecting her all this time, just as much as Flick had been protecting her.

"I remember now," Flick said. "Tabbris, you stayed with me all this time."

"I . . ." Tabbris met her eyes. "I couldn't leave you alone."

Those were the final words Flicks needed to hear. After everything that had happened that evening—nearly losing Sayaka, falling to despair, recovering from that terrible mental state, kissing Avalon, reuniting with the others, and now this—she couldn't hold her tears back. She pulled Tabbris close, hugging her as tightly as she could without hurting her. Tabbris returned the hug with equal enthusiasm, and the two cried into each other.

"My sister," Flick whispered. "You're here. You're actually here."

"I missed you," Tabbris said. "I wanted to talk to you, but you forgot about magic and I didn't want to burden you. Then you made your wish and I was afraid, because I don't remember the timeline you came from, but I have all these other memories with you and I was scared you were different. But you're not. You're my sister. Felicity."

They grew silent after that, holding each other as they cried. Nothing else mattered. Kyubey, Walpurgisnacht, the Seosten, all of that failed to grab her attention away from this beautiful moment.

Even if Flick had never known about Tabbris, they would always be family. And now Flick could say she had part of her family with her again. Not only that, but her friends, and someone even more special to her, all surrounded her.

Flick wasn't alone anymore.

* * *

An hour later, they disbanded for the night. There was plenty more that had to be discussed, but they were all worn out from the long night, and many of them needed time to come to terms with their own emotions. Pace was also still unconscious, recovering at Homura's. So they agreed to meet up again in the days leading up to Walpurgisnacht, and plan for the battle. Avalon still had to wonder if they would be ready.

She hadn't gotten far from Homura's place when she heard someone call her name. Spinning around, she saw Madoka running her way.

"Madoka?" Avalon asked. "What is it?"

Madoka fidgeted. "It's um . . . I was just thinking about before. When we used that spell on Flick. You were right, I was able to feel my magic reserves. And, well, it didn't really feel like I was using up much of it, you know?"

Avalon nodded. "I felt the same."

"So if I turn into a Witch, then . . . you won't be able to put my soul back."

Oh. So that's what this was about.

"You're right," Avalon admitted. "We were only able to use the spell on Flick because you had more energy than her. I doubt any one person would have more potential than you have."

"In that case . . ." Madoka looked straight at Avalon. Her mouth was set in a straight line, and there was a determined spark in her eyes. "I need your help. There's a spell I want you to put on me, if possible."

"A spell?" Avalon frowned. "Magic isn't that easy. Depending on what you need, we may not have the power, or it just might be flat out impossible. What kind of spell are you thinking of?"

Madoka told her.

"That's . . ." Avalon considered. "You would really want to do that?"

Madoka nodded. "It's the only way. I want to protect everyone."

There was a minute of silence as Avalon considered.

"We would need Gaia's help, but I think we can do it. Still, don't make a contract with Kyubey unless you absolutely have to, okay? Hopefully this spell will be for nothing."

"I know," Madoka said. "I'll put my faith in all of you."

Avalon exhaled. Madoka had been in the fewest fights—had the least experience in magic—out of all of them. Yet in some ways, she was wiser than any of them.

"In that case, we'll try our best so you don't have to sacrifice yourself."

* * *

It took time for her to get checked into the hotel. By the time she made it to her room, she wanted to throw down her bags and sleep.

Not yet, though. Joselyn had to prepare for the next few days.

First, she placed some enchantments around her room. Simple spells, which would hopefully keep her from being detected, and give her a warning if she was. Once those were in place, she sat on her bed, cross-legged, and closed her eyes.

The pair of eyes she saw through upon opening them was that of a gold and red monkey. That was her version of the theriangelos spell, which let her control the animal it created. She did so now, having it climb and jump around the city. Before all else, she wanted to scout the area. If any of her enemies were expecting her, she wouldn't fall so easily into their trap.

Hours passed as she explored, but she couldn't spot any abnormalities. Finally, she had the monkey hide in a safe place before disabling the spell.

A moment later, her phone was out, and she dialed the number given to her.

"_Hello?"_

"Gaia. It's Joselyn."

"_Joselyn. You made it to Mitakihara safely, then?"_

"I did. There's definitely something powerful approaching. I can already feel its presence."

"_Are you going to talk to your daughters before it arrives?"_

Joselyn's grip tightened on the phone. "No," she said. "I know Avalon told you that they trust Carmentae, but I can't take any risks before this Witch arrives. Once I fight it openly, word will get out that I have my memories. Acting before then isn't worth putting this city in more danger."

"_Are you sure you're ready? I know these last few years haven't exactly been retirement for you, but you won't have anything resembling a normal life when there's a target on your back."_

Joselyn sighed. "You know me, Gaia. Once my mind is made up, I'm not going to change it."

"_I suppose so. In that case, I wish you luck. If you need my support, contact me. I'll find a way to slip past the Committee._

A smile crept onto Joselyn's face. "Thanks, Gaia. This will be easier, knowing that you're looking out for me."

"_Always," _Gaia said, and Joselyn felt a weight lift from her shoulders. There was only so much Gaia could do from her position at Crossroads, and Joselyn had always known that. Still, the moment Larissa and Sariel had restored her memories, she found a way to contact the baroness. After Larissa disappeared, Gaia still remained one of her closest allies, alongside Gabriel Prossor. They had planned together: how to help the hybrid students at Crossroads, ways they might be able to find and rescue Sariel, times when they could secretly save Alters, and so much more. With Gaia supporting her, Joselyn felt her ideas for the world wouldn't be impossible.

"_By the way, you should know something before we hang up."_

"Oh?"

"_Avalon called me not long ago. Many things happened tonight, all of which I'll explain, but first you may want to know she and Felicity kissed."_

Joselyn dropped the phone.

"Whaaat?!"


	26. Chapter 26

Chapter 26

"Are you sure it will be okay?"

It was Pace who had spoken, back on her feet after a night of healing. Homura had explained everything to her when she had woken up, and hadn't that been a shock? The girl Carmentae's people wanted dead was a Magical Girl, and she had a spell which could save the others from their fate. Pace had checked Avalon for possession first, to make sure it wasn't a trap. Hell, she was checking everyone she could now that Tabbris was revealed to them. Now, they wouldn't have a reason to be suspicious of her checking them.

Speaking of Avalon, she was standing beside Pace on the field, watching Flick have a private conversation with Tabbris out of earshot. "I've never seen a Magical Girl transform after turning into a Witch," she admitted. "I don't know what's going to happen, but we need Flick fighting with us if we're going to beat Walpurgisnacht."

Pace sighed. "Are we really prepared to fight this thing? It's some sort of legend among Magical Girls because of its power, isn't it? Don't some call it a harbinger of death?"

"They also call me a ghost," Avalon pointed out. "We won't know anything until we fight it in person. For now, we know it's strong, so the more power we have the better."

"Then . . ." Pace bit her lip. "Should I make a contract with Kyubey? As a Magical Girl, I can help more. You can fix my soul after, right?"

"It's not that trivial!" Avalon snapped, before taking a deep breath. "Sorry, but I wouldn't. Kyubey's contract is a curse, one way or the other. Your wish _will_ backfire in some way, and there's no guarantee you'd survive. I made offers to the others—to repair their souls. I don't know if any of them will take me up on the deal before Walpurgisnacht, but it will still take a whole lot of energy for just one soul. We're lucky we have Madoka to draw from."

"Saving people by giving them a new source of energy," Pace said. "Kind of reminds me of the Edge."

"The Edge?" Avalon frowned.

"Sure," Pace said. "Actually, that's something else I wanted to talk about. Were you ever put through the Edge? I'm wondering what happens if a Magical Girl receives that power."

"What power?" Flick asked, joining the conversation. Tabbris was possessing her once more, ready to intervene if something went wrong after Flick transformed.

"The Edge," Pace said. "I was just wondering what would happen to a Magical Girl when she becomes a Bosch Heretic."

"It's not any different than becoming a Natural," Avalon said, stepping beside Flick. "You get more out of it, but a Heretic's a Heretic. I haven't done it myself, but I don't imagine anything would change. Same as how a Natural can go through the Edge, and still have their original powerset when they emerge."

Flick took the girl's hand, making her jump before attempting to hide her reaction. Seeing them together made Pace smile. Whatever had happened between them, it had brought them closer together. That happiness would stay between them no matter what. Pace could only hope the rest of the girls would one day have the same.

"Tabbris and I were talking about something similar," Flick said. "I'm not entirely pleased with this idea, but Tabbris wants to help, so . . ." She stopped, looking as though she wanted to drop the topic entirely. "If any of the others want to bond with her, they can."

Avalon squeezed her hand. "You're worried."

"Shouldn't I be?"

Avalon nodded. "Let the others stick with what they know. There's not enough time for any of them to adjust to any new powers. Kyoko might be the only one who can consider using hers."

Right. Carmentae had bonded with Kyoko. What had she been thinking, in that moment? Was she prepared to stand alone if she had to?

At first, Pace had hated her enslaver. She'd wanted nothing more than to kill Carmentae herself. Then she'd had a nightmare. Or rather, the nightmare had been Carmentae's. Pace had merely been along for the ride.

That was enough, however, for her to see that Carmentae was just as much a victim as Pace. Further nights would confirm that, and the moment Pace was free and Carmentae didn't kill her to tie up loose ends, she knew she had to help the other girl.

_But it seems she helped herself more than anything._

What could Pace do for the Seosten? Was she better off staying out of her way?"

"Alright." It was Flick speaking, drawing Pace out of her thoughts. "We doing this, then?"

"If you're ready," Pace said. "We're both here in case something goes wrong." Her eyes fell on Flick's ring, which contained her soul gem.

It was pitch black.

"Right." Flick closed her eyes. "Let's do this."

Flick transformed.

* * *

Right away, Flick could tell something was off. For one, her feet were no longer touching the ground, and she could see far above the heads of the two Heretics before her, both of which were stumbling back with wide eyes.

Then, there were the thoughts in her head. Looking at Avalon, she felt a spike of concern for the girl. There was so much she didn't know. How could she expect to survive in this harsh world? No, Flick had to help her—

"_Flick!"_

Tabbris' voice brought Flick's thoughts to a halt. She shook the invasive emotions away, focusing on the presence inside her.

_Tabbris? What—what's happening? _She could see Avalon and Pace each draw a pair of knives, though neither of them moved to attack.

"_You turned into your Witch form," _Tabbris said. _"It's not exactly the same. You're only twice your height instead of nine times it, and your weapon is different."_

Different? Flick glanced toward the object in her hand. A silver bow, with a string glowing crimson. Though there was no arrow, when Flick drew the string back—making sure it wasn't pointed at the other girls, but at the ground a few feet away—an arrow matching the string formed. Flick let it loose, and a concussive blast followed where it struck.

"**Holy shit."**

"Flick?" Avalon asked, and the worry in her voice was palpable. "Are you . . . yourself?"

That was a good question.

_What do you think, sis?_

"_Ummm . . . well, you're pushing the Witchy thoughts back, and there's nothing in your subconscious indicating you're about to flip out or anything. So . . . I think you're safe?"_

"**We think it's me," **Flick said. **"Does this mean I'm not a Magical Girl? Am I still a Witch?"**

"That must be the case," Avalon said. She looked away, but not before Flick caught the pained expression on her face. "I'm sorry. I thought I could free you entirely."

Flick felt her heart ache, and she turned back to normal. "Hey. I'm right here, see?" She walked up to Avalon, taking both of her hands. "You did save me, Avalon. I'm in control. Everything's fine."

Avalon exhaled. "Are you sure? To fight, you have to be . . . that."

"I think I would be a massive hypocrite if I freaked out about that, after telling Sayaka there was nothing wrong with her being a werewolf," Flick said. "Alright, I am kind of freaking out inside, but I can get used to this."

_Thanks, by the way, _Flick sent to her sister. _I know you're helping keep my heart rate under control._

"_Are you sure you're okay, Flick?"_

_You can read my mind, can't you? I can't exactly keep secrets from you._

"_I don't want to dive that far. I think . . . I might be part of why you look like an angel in that state."_

_You? _Flick could tell Tabbris was attempting to distract her, but she was willing to go along with it. _Because the Seosten are the original angels, right? Part of me held onto the memory of you, and it showed in the angel. I suppose all the eyes came from me, then._

"_Uh huh."_

"Flick?" Pace asked.

"Sorry," Flick said. "I was talking to Tabbris." She inhaled sharply. "This is good, right? I'll be stronger against Walpurgisnacht."

"Flick . . ." Avalon murmured.

"Let's focus on the other reason we're here," Flick said. "You were going to teach us that spell, right, Avalon? The one that can free a Magical Girl's soul?"

Avalon eyed for a moment, then nodded. "You might not be able to learn it in time, but we should prepare for the worst."

"In that case, allow me to join in as well."

All the girls turned toward the new voice, seeing Homura Akemi step out from behind the treeline.

"Homura!" Flick blurted. "I . . . guess you saw all that."

"I did," she confirmed. "Remember, Flick, you and the people you love are still alive. That's all that matters."

Flick swallowed. "Right. You want to learn the spell too, then?"

"I do," Homura said. She turned to Avalon. "Do not worry about me wasting all my magic. I have had plenty of experience."

Avalon raised an eyebrow. "That so?"

"You've seen my powers. Can't you draw your own conclusions?"

"Time magic, right?" Avalon asked. "I can guess. You know more than you should. Does anyone else know?"

"Everyone except Sayaka, Mami, and Madoka. For Sayaka and Mami . . . that knowledge would only hurt them."

"And Madoka?" Avalon asked.

". . . I don't want her risking herself for me."

Flick spotted a flash of something in Avalon's eyes. It vanished before she could figure it out.

"Very well," Avalon said. "I'll teach you all the spell."

* * *

That night, Avalon was outside Madoka's house. The other girl was with her, along with one more.

"So that's what happened to Flick Chambers," Kyubey said. "How interesting."

"What are you going to do?" Avalon challenged. "Are you going to try to hurt her more?"

Kyubey jumped onto a ledge, swishing his tail. "Hardly. Her potential has already gone into stopping entropy. We don't need to bother with her anymore."

"And me?" Avalon said. "I know you aren't one to give up on one of your targets."

"It is true that losing you was disappointing," Kyubey said. "And now that you have proven yourself to be alive, I truly believe you should give yourself up into becoming a Witch." His eyes met hers. "Of course, if Madoka becomes a Witch, we'll have enough energy to leave this planet. Whatever happens to the rest of you wouldn't be our concern."

"You won't give up on me, then?" Madoka asked. "Even if they all defeat Walpurgisnacht, you'll find another way."

"Indeed. You have too much potential to waste, Madoka Kaname."

Madoka closed her eyes. "Then the deal we came to earlier. Will it work the way we intend? No consequences, no loopholes we're unaware of? Nothing you're keeping from us?"

"Admittedly, it is highly unlikely that your friends will be able to bring you back once you turn into a Witch," Kyubey said. "But that spell you mentioned should go off without a problem. Considering the potential wording of your wish, you should have control over it."

Avalon put a hand on Madoka's shoulder. "It doesn't have to be this way, you know. There's plenty of places where Kyubey's influence won't reach you. Gaia can find a way."

"No," Madoka shook her head. "I want to do this. The spell will make the world better, and it's going to need to draw from my energy. That's worth the consequences."

Even so, Avalon wanted to tell everyone else. She wanted them to work together to stop Madoka from making her wish when the time came. No one deserved to carry the weight she was willing to bear.

"I'm not giving up on you," Avalon promised. "I _will _try to save you with the restoration spell, okay?"

Madoka smiled at her. "Of course! And I promise to only make my wish if I have to. If everyone lives through the battle, then my wish wouldn't be necessary, right?"

"Just . . . be careful," Avalon said.

Madoka gave her a firm nod. "I promise."

* * *

They were running, cowering from her truth. She could not allow that.

A brush of her hand against her instrument was all it took. The blast caught two of them, the wolves. This one was more powerful than the last, and it tore them both to shreds.

The false angel, the one who couldn't match her, cried out in rage, rushing toward her. In her anger, she left herself open to have her head blown off by a blast.

From there, the rest fell like ants. The blonde girl, the time traveler, the street rat, the bystander, all dead by her hand. All that remained was the Heretic, the one who had foolishly wasted time and energy in an attempt to make her blind once more.

Fortuna prepared her final attack.

* * *

Once again, Flick woke up screaming. She floundered, falling off her bed and landing on the floor with a thud. Recognizing where she was, she put a hand over her heart, gasping desperately for breath.

"_Flick? Are you . . . okay?"_

No, she wasn't. Flick shook her head, forcing her statement out between gasps. "I . . . sorry, Tabbris. It was . . ."

"_A nightmare. I saw. I'm sorry."_

"It's not your fault," Flick muttered, throwing her blanket, which had fallen with her, back onto the bed. She leaned backward, landing on top of her bed and making the mattress squeak.

"_Do you . . . want to talk about it?"_

"Not yet," Flick said. "But maybe, you can sleep on the bed with me tonight?"

"_I-if that's what you want. You still went to Mom, you know? When you had nightmares. You kept going to her at night until you were 12."_

Flick's heart wrenched. She knew it was selfish of her, but she hated that she had no memories of this timeline. Even though she had saved her mom, there was still that aching void in her. Tabbris was the only evidence she had of her wish working.

"Hey, Tabbris. All my memories with Mom. Can you . . . return them to me?" Her question came out sounding like a plea.

"_Oh! I can. Um, here. One sec."_

Flick sat up, eyes widening. What was she going to see? Would she feel further from her mom, watching memories that she hadn't really experienced. Or would she finally—

Tabbris gave Flick her memories with her mom. All of them.

A Seosten's memory was perfect. Because of that, everything she saw, it was as though she herself had truly been there. The emotions, the thoughts, they were hers. Those of an innocent child, one who loved her mom. So perfect were they, that they felt just as real as the life she had lived in the other timeline.

She saw so much. Family vacations. Joselyn teaching Flick how to put on makeup (that skill didn't stick with her), surprising her mom with breakfast in bed for Christmas one year, receiving relationship advice (her mom had been exasperated when she realized Flick didn't know she was bi), and so much more.

So, so much more. Joselyn had been with Flick every step in her life. Even after Flick had transferred to Mitakihara, she was always visiting home when she could. And before anything else, she would begin those trips home by hugging her mom.

They were memories of a normal family. A normal, complete, loving family.

Flick buried her face into her eyes, sobbing. Her mother loved her. There was no doubt about that now. Even when she had learned the truth, that bitterness had always lurked beneath the surface, taunting her. She hated herself for those thoughts, but could never make them vanish. Yet now, there were new feelings. Nostalgia at a new past, joy at the experiences she now had.

When Flick had made her wish, she saved her mom from the sacrifice she had made for Flick's sake.

It was now, however, when Flick finally felt that she had her mother back.


	27. Chapter 27

Chapter 27

Junko knew there was something strange going on with her daughter. Madoka had been more withdrawn lately, and her recounts of the day felt more evasive than before. It had gotten to the point where Junko worried Madoka was being bullied. That didn't seem to match with her behavior, though. She seemed as eager to get to school as always, and her friend group had apparently grown recently.

Something was going on, that much was obvious. Even so, Junko had decided not to confront her daughter. Madoka would talk when she was ready, and prodding her any earlier would only risk pushing her away. Unless it seemed like Madoka was in danger, Junko wasn't going to demand an explanation. She knew that in time, Madoka would come to her.

That assumption proved to be correct when Madoka asked if they could speak in private. Junko sent her husband to take Tatsuya on a walk, then sat down at the dining room table with Madoka.

"So," she said. "What's going on?"

Madoka fidgeted in her seat. "Well, um, you know how I told you about my new friends at school?"

Junko nodded. "Homura and Mami, right?"

"Y-yeah," Madoka said. "You see, there's a few others they're friends with. They're all really supportive of each other, especially because they've been dealing with some difficult stuff. But now there's something really, really difficult they need to do."

There were plenty of details being left out in that explanation, but Junko let it slide. Chances were these challenges her friends were facing were personal.

"You want to help them," Junko said. That, at least, was written plainly on Madoka's face.

Madoka nodded, gripping her legs under the table. "They've been on their own all this time, and I think I can help them. The thing is, they . . . don't want me to."

"They don't your aid?"

"M-hm. They think I shouldn't get involved." Her eyes widened. "A-and they're not being mean or anything! It's just that they don't think this affects me, and want to protect me. But seeing them get hurt _would_ affect me. I don't think I would be able to live with myself if something happened to them and I could have prevented it."

Junko considered Madoka's words. If these girls were in danger, then the best thing for her to do would be to call their parents, or any authority figure she could. Without all the details, she couldn't say for sure what the right call was. At the very least, however, Madoka seemed to think her help would make a difference.

"What do you want to do?" Junko asked.

"Huh? Oh! Actually, I know a way I make their problem easier for them. But I don't know if they'll be happy with me doing it after they told me not to get involved . . ."

That was her Madoka. Always wanting the best for others. Trying to make everyone happy when sometimes that wasn't possible.

"Well," Junko said, "the way I see it, you have two options. You can hang back and let them find their own way, or you can help and take responsibility. Either way you'll accept their feelings, but you can choose whether or not to act in spite of them."

"Act . . . in spite of their feelings?" Madoka tilted her head.

"I'll repeat myself," Junko said. "What do you want to do?"

"I . . . want to help them." Madoka set in her mouth in a determined line, eyes narrowing slightly. "No matter what, I want to be there for them!"

Junko smiled. "Then the answer is obvious, right?"

Madoka blinked. "You're right." She beamed. "Thanks, Mom."

"Of course," Junko said. "You can come to me for help any time, Madoka." Something flashed in Madoka's eyes. "Madoka? What is it?"

"I-it's nothing." Madoka stood up. "I should get going. I told Homura I'd be at her place by noon."

With a nod, Junko set her off. As Madoka left, Junko wondered what that moment of hesitation could have been about.

* * *

"Tomorrow's the day, then?"

Homura glanced at Sayaka, then nodded. "Everyone will be evacuated to the storm shelters. Not long after, Walpurgisnacht will arrive from the sea."

"You've fought Walpurgisnacht before, Homura," Mami said. "The rest of us will follow your judgement. I . . . I trust you"

"Thank you," Homura said. Something compelled her to add, "And thank you for sticking with us."

She almost couldn't believe the situation. The five of them—Homura, Sayaka, Mami, Kyoko, and Mami—were gathered in her home. All alive, and if not entirely stable, at least ready to give it their all against Walpurgisnacht. Had there ever been a timeline where this occurred?

_No. The only time all five of us worked together at once was the 3rd. The one where everything went wrong._

There was still time for something terrible to happen. With all the magic in the world, there was no way for Homura to predict what may come. And yet, she had no choice but to make this the last timeline. If she failed Madoka here, then she really was hopeless.

That wasn't an option. Homura had to fulfill her promise.

"I'll be preparing a section of the city with all of my explosives," Homura said. "If we can lead Walpurgisnacht there, then I can activate them. That may not be enough to finish it off, so we'll need to be ready for anything."

"And those Seosten?" Kyoko asked. "What if they get involved?"

"That . . ." Homura took a deep breath. "We have to trust what Flick, Avalon, Pace, and Carmentae are working on. If it works, then we'll know the moment a Seosten is near us. We'll have to regroup if that happens, and find the best people for handling the threat. Flick will probably be one of them."

She hated not having a more detailed plan than that. Every time she had fought Walpurgisnacht, she had at least known what she was getting into. Here, anything could happen.

"Will you be able to do it, then?" Madoka asked. She flushed when everyone turned their attention to her. "I mean, Walpurgisnacht is supposed to super strong, and—"

"We can handle it," Homura interrupted, a bit more forceful than intended. Still, she didn't want Madoka to even think about contracting. "Walpurgisnacht has only lasted this long because not enough Magical Girls were willing to team up and beat it. There will be 8 of us fighting tomorrow. That's more than any group of Magical Girls could hope for."

Madoka bit her lip. "Okay. Then I'll see you all after the fight. I can help Avalon put all your souls back, then you won't have to fight anymore.

If only life went that smoothly.

* * *

Nightfall hit, and the group decided they had done all the planning they could. They were outside now, going their separate ways. Except Kyoko wasn't heading home.

"Kyoko?" Mami asked. "What is it?"

Kyoko considered making an excuse and leaving. She had often daydreamed of a scenario like this in Kazamino, but now that the moment had arrived, second, third, and fourth thoughts were running through her mind.

"Look," she said before she could chicken out. "None of us know what's going to happen tomorrow. If one of us doesn't make it, we should make sure there aren't any regrets. So . . . I just wanted to say . . . I . . ."

Mami frowned. "Kyoko, are you alright?"

"I'm sorry," Kyoko blurted. Mami's eyes widened. "After everything with my dad, I thought I could only live for myself. That anything else would only lead to more pain. Now that I've seen the big picture, I . . . I guess I realized that wasn't the best way to live."

Mami smiled, and moved to put a hand on Kyoko's arm before stopping herself. "Thank you, Kyoko. I don't know if I deserve your apology, though. Not after what I did."

"What, you mean trying to kill me?" Kyoko snorted. It was a fair fight, and you were kinda crazy at the time. I'd be pissed if you actually went and took me out, but I'm still here, ain't I?"

"I suppose so, but—"

"No buts about it," Kyoko said. "You made some mistakes, I might have made some as well. How about we call it even."

"Even," Mami murmured. "Yes, I would like that."

"Great," Kyoko said. She held out a pocky stick toward Mami, who blinked at it. "Then let's kick some ass tomorrow."

This time, Mami's smile stayed on her face as she accepted the pocky. "Let's."

They parted ways shortly after, and Kyoko breathed a sigh of relief. Somehow, that had worked out.

Left alone on her walk to where Carmentae and the other were, Kyoko had time to think. For whatever reason, her thoughts were drifting back to that Flick girl. Kyoko hadn't chalked her up to be much, and she might have never been as wrong as then. After hearing about how Flick had cured Sayaka, and seeing the girl come back from witchhood herself, Kyoko had to reevaluate her thoughts on the girl.

_She didn't crack. After everything, she just kept pushing._

After Flick had held back against Kyoko, she had thought Flick was as ignorant as the rest of them. And in a way, she had been. But like Kyoko had predicted, she lost that ignorance. Yet her values didn't change in the face of all that.

Kyoko had been forced to reinvent herself. Her father had called her a witch after she made her wish for his sake. The wish that people would listen to his sermons at church again, after their family had been forced to starve. Then he went crazy, and killed her family and himself. She would have died too, had she not been a Magical Girl.

How could Kyoko not harden herself after that? How could she not leave Mami, her tutor, and prioritize survival above all else? That was the natural choice to make.

Everyone took different paths, she supposed. Where Kyoko had struck out on her own, Flick had all but forced everyone to get along.

In that moment, Kyoko made a decision. She wasn't done reinventing herself. There was plenty of shit out there that would kill her given the chance. Survival was still her number one priority, but she was done being behind the curve. With the others, she would make sure to get ahead for once.

As if the universe chose that specific moment to mock her, Kyoko heard a familiar voice behind her.

"What are you doing?"

Chills crept on Kyoko's neck as she turned around. She prayed to be mistaken, but looking at the woman in front of her removed that hope. Standing there was the Seosten, Charmeine.

"You're . . . going to have to elaborate," Kyoko said.

_Stay calm. She thinks Carmentae is possessing you. She's probably checking in or something. I'll convince her we're all dancing to her strings or whatever, then she'll leave._

"Let me rephrase the question," Charmeine said. "When were you going to report to us that Sinclaire is a Magical Girl?"

Shiiiiit. Of all the times for Carmentae to not be possessing her, it had to be during a confrontation. Think, Kyoko. What would Carmentae say in that moment?

"I've been a little busy, here," Kyoko said. "You told me to make friends with the kids. Do you realize how clingy they are?"

Charmeine's eyes narrowed. "I wouldn't take that tone, if I were you. Don't forget who your superiors are."

Right. They still thought Carmentae was a Lie. This woman probably wouldn't mind inflicting a shit ton of pain on Kyoko to get her point across.

"Look," Kyoko said, "I'm still not sure if that was a fluke or not. I thought that headmistress didn't even know about Magical Girls."

"Clearly, that was false," Charmeine said. "Either way, you should have reported the incident to me. "Sinclaire must be dealt with, and this has complicated the situation."

"Walpurgisnacht might kill her tomorrow," Kyoko said.

"No," Charmeine said. "Walpurgisnacht _will _kill her. You will make sure of that. If not, then I will be out of generosity. You know what will happen then."

Kyoko swallowed. She was quickly losing control of this. At least she knew their plan. They expected to have their most expendable individual take out Avalon. Indirectly, because of the spells, but from Charmeine's words, she was expecting Carmentae to do whatever was necessary to get Avalon in that position. If that meant taking the blame when she died, then so be it.

Obviously, that wasn't going to happen, which brought up one big problem. How the hell were they going to deal with Charmeine's wrath when Avalon was still alive after the fight?

"I'll do what I can," Kyoko lied.

Her feet were suddenly off the ground, Charmeine gripping the collar of her shirt to lift her up. "You will do," she hissed, "what you must. Any less, and I'll personally put you through hell. Got it?"

"G-got it," Kyoko said, hoping Charmeine wouldn't notice her pounding heart. "You don't have to worry."

Charmeine unceremoniously dropped her onto the ground. "I better not. Now, get to Sinclaire. She better be dead within the hour."

"Within the hour?" Kyoko picked herself off the ground. "What do you mean? Walpurgisnacht won't be here until tomorrow."

Charmeine laughed. "You're even more stupid than I took you for. We've waited too long already, that much is clear. Do you honestly think we would delay any longer?"

The sky above, dark but clear enough that the moon and stars shone, darkened entirely. Clouds covered every inch of the sky, and a harsh wind blew past Kyoko. A moment later, rain began to fall.

"Walpurgisnacht will not be arriving in Mitakihara City tomorrow," Charmeine said. "It is already here."


	28. Chapter 28

Chapter 28

The storm arrived from out of nowhere. At one moment, Carmentae was explaining the complications of her Seosten detection spell to the rest of them. The next, the sky blackened, as rain began to pour down.

"What the hell?" Avalon muttered, looking all around them. Pace did the same, keeping an eye out for any threats.

"What's going on?" Flick asked. She closed her eyes, then transformed into her Witch state. Seeing it made Pace shudder, but she remained silent as Flick flew many feet above them. **"Is that a Witch?"**

"A Witch?" Pace echoed. "But there shouldn't be any outside a barrier. None except . . ."

"Walpurgisnacht," Carmentae finished. Pace looked her way, and saw her eyes were wide.

"Carmentae?" Pace asked.

"Charmeine is here!" Carmentae blurted, meeting Pace's eyes. "She—she made it so Walpurgisnacht would arrive now. Kyoko. Kyoko's with her!" Her leg was shaking, and she looked to be on the verge of panicking. Seeing that, Pace put a hand on her shoulder. Carmentae jumped at the contact, then stared at her hand.

"Go to her," Pace said, squeezing the shoulder. "We'll find the others and confront Walpurgisnacht. I know you can keep Kyoko safe."

"I . . ." Carmentae swallowed. "Thank you."

She vanished, leaving Pace's hand hanging in the air.

"**We need to get to the others right now," **Flick said, lowering herself so that her feet nearly touched the ground. **"Climb on. I'll fly us there."**

"Fly?" Pace asked, looking her over. The Witch form didn't bring back pleasant memories, but that wasn't a problem at a time like this. More concerning was that while Flick was twice their height, there weren't exactly any stable handholds on her.

"**I won't let you fall," **Flick said, guessing her thoughts. **"We have to go!"**

"Right," Pace said. Now wasn't the time to be careful. She reached for Flick's back, pulling herself up. To her left, Avalon was doing the same. "Let's go!"

Flick took off, and Pace suppressed her yelp. They were soaring through the sky, the harsh rain and wind pelting them. Still, Flick was taking the brunt of it, and Pace found herself turning to Avalon.

"Hey," she said.

Avalon faced her. "What is it?"

"Carmentae and Kyoko," Pace said. "Do you . . . think they'll be good together?"

Now probably wasn't the time to ask, based on Avalon's raised eyebrow. Still, she answered the question.

"I think so. There's a risk of them supporting each others' more violent tendencies, but they understand each other enough to connect and work together. I think they'll be able to keep up with one another, without pushing themselves too far. Neither of them exactly get along with others, so it's good they have each other."

"That's . . ." Pace took a deep breath. "Yeah, that's good. That's really good."

Avalon squinted at her. "Why do you ask?"

Pace looked away.

"I guess I was worried."

* * *

It was weird, not having to breathe as a Witch. Flick's body had no lungs in this state, so either her body took in oxygen magically, or didn't need any. Still, not breathing meant she couldn't take any calming breaths.

_Are you still there, sis?_

"_Y-yeah. Do you think we'll be able to win?"_

Flick looked toward the horizon, toward the sea. Floating over the shoreline was a being unlike any she had seen before. There was no doubt in her mind that she was looking at Walpurgisnacht.

The strongest of all Witches was enormous, making Flick's original Witch form look small in comparison. Rather than actively attack anyone, she was spinning, the massive gears that made up her lower half turning while her blue dress flapped in the wind.

Another oddity was that Walpurgisnacht's body was upside down. Her head, shaped like a jester cap, was facing the ground, while her arms were lowered yet facing the sky. Nearby buildings had already been torn apart in the wind, and as they floated toward Walpurgisnacht, they burned with a rainbow flame.

Worse, Flick could see Walpurgisnacht being pulled by ropes connected to her neck. The Familiars took the form of animals in a parade, like something Flick would see at a circus. They looked like 3D constructs made of stage paper.

It was a play, being carted through the city. And that play brought destruction, as Walpurgisnacht caused flooding and wind greater than any natural disaster could bring. If they failed to stop her, the entire city would be destroyed.

Blonde locks caught her attention, and she changed course to land on a nearby building. Once Avalon and Pace jumped off her, she reverted into a normal state.

"Mami!" Flick ran up to her. "Thank God we found you."

"I . . . yeah." Mami stared up at Walpurgisnacht. "We're really going to fight this, then?"

Walpurgisnacht laughed, and Flick found her mouth was dry. "We have to," she managed to say.

"You're right," Mami said. She took a deep breath, and when she spoke again, her voice had an edge to it that hadn't been there before. "What are your orders?"

Flick blinked. "My orders?"

"Our whole group would have fallen apart without you," Mami said. "You remained focused while I fell apart. I may be the veteran of the group, but you're the best leader we could have."

"She's right, Chambers," Avalon said before Flick could protest. "I'm prepared to trust you with my life."

"Same here," Pace said. "Please, Flick, tell us what to do."

"I—" Flick started, only to stop as her eyes widened. Explosions were suddenly engulfing Walpurgisnacht. They blew apart the ropes connecting the Witch to its Familiars, sending it careening in the opposite direction.

The explosions continued to strike, in such a rapid succession that it was impossible to follow. They pushed Walpurgisnacht farther and farther back, as far away from the main population as possible.

"Those explosions," Mami whispered. "Could they be . . .?"

"Yeah," Flick said. "It's Homura. She's already fighting Walpurgis."

* * *

This was _all wrong._

Homura sprinted across the boardwalk, firing off missile after missile. All the while, that damned Witch was laughing in her ear. Though she was running out of bazookas, she summoned more to fire at it in her timestop. She knew that every second she gave Walpurgisnacht to react, it would get closer to the civilians. To _Madoka_.

Walpurgisnacht wasn't supposed to arrive early. It always showed up on the same day, letting Homura set up all her traps the night before. That was her greatest advantage in the battle every loop. More than that, it was the only reason she was able to keep up with the Witch.

Now, she had none of that. And she was left completely unprepared.

_You fool. You should have seen this coming. _Walpurgisnacht wasn't sending its Familiars at her just yet, acting as if it didn't notice the constant explosions Homura was pelting it with. Normally, Homura would have used this time to herd Walpurgisnacht toward a tower, which she would then collapse.

She should have prepared for this possibility. This timeline was far too different from the others. There were more abnormalities than ever before. So many possible sources of interference. How often had she been blindsided in these last few weeks? One final surprise before the end shouldn't have left her this panicked.

Any semblance of control Homura still had vanished, as Walpurgisnacht finally chose to attack her. An appendage shot out of it, looking as though the galaxy itself was contained within. It struck Homura, sending her flying away. Even worse, it twisted into the shapes of two unfamiliar Magical Girls, both of which rushed toward Homura.

Activating her timestop, Homura pulled an automatic rifle out of her shield, then fired at the two Familiars. They both fell to one strike. Not that it mattered, since more were already forming around the area.

Homura ignored them, instead leaping farther into the city, where Walpurgisnacht was closing in. Though she shot at Familiars along the way, they were an afterthought compared to the real threat.

_I won't let them die. This is the only time we've all come this far together. I refuse to let it end here!_

A building was flying Homura's way. Using her timestop, she weaved around it and continued her sprint. Her magic was already running low. Somehow, this had to end soon.

The sound of shattering glass caused Homura's gaze to snap to the right. A Familiar burst out of the crashed building, waving a staff at Homura. Energy beamed from it, and Homura barely threw herself out of the way in time.

Her path brought her directly to the feet of another Familiar, this one with a sword. Homura rolled away from its downward thrust, but was left exposed to another attack from the staff. It hit her in the chest, taking away her breath and sending her flying into a building which had yet to fall.

_This isn't working! _The thought made Homura grit her teeth, and she pulled out a pistol from her shield. As the two Familiars swung at her, she ducked away from the attacks and shot them both in the temple. They hadn't finished fading before she rushed off.

Walpurgisnacht was in sight once more. By this point, there was a swarm of rubble surrounding it, which Homura leaped onto in order to get close. After a few jumps, she was high in the air, close enough to fire her weapon at the Witch. In response, Walpurgisnacht sent a beam of fire her way, which she blocked with her shield.

_I won't let you stop me._ Walpurgisnacht was clearly tired of her, and threw another building at her. With her magic running low, she had no choice but to jump back, increasing the distance between them. _This time, I'll finally end you._

Pain erupted in Homura's leg, making her cry out. She shot at the Familiar which stabbed her, but stumbled when she tried to stand afterward. She couldn't move.

And another building was sailing toward her.

Homura closed her eyes, bracing herself for the impact. Instead, she was swept off her feet, eyes widening as she landed on something soft. Looking down, she saw she was on a wolf.

That wolf jumped off the platform, getting both of them away from the falling building. Another bound brought her lower to the ground, and sharp claws ripped into the Familiar which was waiting for them. The wolf continued to leap away, dodging any danger and safely reaching their destination.

After setting Homura down on the rooftop, the wolf shifted into Sayaka Miki.

"Hey," Sayaka said. "I'm . . . I'm sorry. I was a real bitch toward you. I even hit you when you were trying to help me. Honestly, I would blame you if you hated me. So it's probably selfish of me to ask, but . . ." She held out a hand. "Can we start over? As friends?"

For a moment, Homura could only stare at the offered hand. Then, she took it.

"I would be glad to, Sayaka."

* * *

"_Boost!" _Came Kyoko's command. Carmentae was more than happy to oblige.

Finally, they were working together. As they were, they were already nearing the sight of the battle, able to weave away from anything which tried to stop them. Any Familiars which came across their path were slaughtered, in an almost effortless assault

_This is how it feels. _Carmentae kept the thought to herself, rather than transmit it to her host. _Having a partner who works with you willingly. It's nothing like being forced to control my host as a Lie._

More than that, though, Kyoko was trusting her. When she left herself open on one side, she knew Carmentae would handle the threat. When she asked for a boost, she didn't doubt Carmentae would follow through.

How unlike their battle with Mami, when they were still new allies. All of Kyoko's emotions were open to Carmentae, but she only had to read the surface to know how difficult it was for Kyoko to trust anyone. Even if her life depended on it, opening herself up like that had once been impossible.

_I understand, Kyoko. _Again, the thought was for Carmentae alone. She took control of Kyoko's left hand, pulling them on top of a building with added strength. _I'm no longer upset you didn't let me take control sooner. Because I feel the same way._

A few more jumps were all it took before they were finally with the others. Everyone was there, looking as though they were regrouping for another assault.

"Hey!" Kyoko called out as they got close. The rain and wind was intense enough that she had to keep her voice raised. "We might want to kill this thing before that Charmeine bitch screws with us again."

"Then it was her who brought Walpurgisnacht here early," Avalon said.

"Yeah." Kyoko pointed at Avalon. "And she wants Carmentae to make sure this Witch kills you. Any plans to deal with her when you're alive after this?"

Avalon grimaced. "We can't focus on that right now."

"We can't leave you in danger!" Flick looked like she wanted to reach out for Avalon. "What if she comes after you? Avalon!"

The words hit Avalon hard, based on how she turned and embraced Flick. Whatever words were exchanged between them, they were impossible to make out over the wind. When they were done, Flick nodded, and they shared a brief kiss.

"Walpurgisnacht can't get any closer to the city center." Homura was the one speaking, now. "We need to strike as one, and we need to make sure it's enough to finish this."

"Maybe I could help with that?"

Everyone spun around at the voice. Standing at the edge of the building was a blonde woman. She radiated elegance, with her blonde hair flowing in the wind and twin axes held in each hand. Her face was that of a hardened warrior, but one who grew from the brutal experiences rather than falling apart.

"_Any clue who this is?" Kyoko asked._

_No, _Carmentae sent back. _But I think she does._

Only one person on the roof wasn't staring in confusion. That girl fell to her knees, tears filling her eyes as a single, strangled word escaped her throat.

"…. Mom….?" Flick choked.


	29. Chapter 29

Chapter 29

Emotion flooded through Flick, only a small portion of which was released through the stream of tears that flowed down her face. She was barely able to hold herself up with her arms after her legs failed her.

Mom. Mommy. Her mom was _here_. When was the last time Flick had really, _truly _talked to her? Though she had new memories, they didn't matter. Nothing would ever erase the sacrifice her mom had made for her. No wish would ever erase the guilt, the longing to make up for lost years.

Seconds passed, but they felt like years. Flick took in the sight of her mother, trying desperately to remember every single detail. If she could, she would have never taken her eyes off her.

In the end, the only reason she did so was because her legs regained their strength. Flick jumped into her mother's arms, burying her head in her shoulder.

"Mommy," she whispered, the words barely escaping the emotion in her throat. "I'm sorry. I'm so sorry. I didn't mean it. I love you. I love you. I was so awful and I was wrong. I made a wish for you but it doesn't matter because I didn't trust you and I should have."

She was sputtering, but she couldn't stop herself. Even with Walpurgisnacht rampaging in the background, its giggles loud enough to be heard over the rain and wind, there were words Flick had to get out.

"Thank you," Flick sobbed. "Thank you for everything. Thank you for saving me. Thank you for letting Tabbris stay with me. Thank you for being so selfless. I don't deserve to have a mom as great as you."

Most of her words were probably making no sense. Tabbris hadn't told her mom everything, saying that Flick should be the one to do so. Her mom had no memory of the timeline where she had given up everything for her daughter.

Even so, Joselyn stroked Flick's hair, wiping the tears from her eyes. "Felicity," she whispered. "I'm here, baby. I'm sorry I took so long."

Flick shook her head, words failing her in that moment. Instead, she turned her attention to her sister.

_She's here. Mom's really here._

"_Yeah." _Even in Flick's head, Tabbris sounded amazed. _"She's really here."_

_Come out, _Flick encouraged her. _She's your mom too. You deserve to see her with your own eyes._

There was hesitation on Tabbris' end, the younger girl not wanting to interrupt the reunion. Still, after some mental prodding from Flick, she emerged.

"Tabbris," their mom breathed, before pulling the girl into the hug. All three of them stayed together like that, tears in their eyes, as they clung to one another.

A building flew by, crashing a few blocks away. That was enough for the family to pull away, gazes turning toward Walpurgisnacht.

"Mom, I—" Flick's words caught in her throat. "There's so much we have to talk about. But right now, we have to stop Walpurgisnacht."

"She's right," Homura said. Turning her way, Flick saw the girl had set up an array of turrets on the edge of the roof. She fired from the first one as she continued speaking. "We're running out of time."

Joselyn took a deep breath. "Right. We don't have time for complicated plans, but if you can steer it back toward the water, I can finish it off."

"You expect us to force _that_ into the right spot?" Kyoko blurted. "Look, lady, I'm good, but not _that _good."

"I'll support you," Joselyn promised. "I've heard of all you've accomplished, and I know all of us can finish this."

"We'll do it," Flick said, stepping forward. She held her hand out, and Tabbris took it, returning to her. "We'll end it here. I'm sure of it." She looked to Homura as she said that. Having just finished her attack on Walpurgisnacht, Homura met her eyes, indescribable emotion lurking in them.

"Sayaka, Pace." Flick faced the girls. "I need one of you to get Kyoko closer to the Witch, and the other will take Mami. The two of them will keep Walpurgisnacht distracted. Homura, can you come with me? I have a plan for pushing Walpurgisnaht back."

Homura nodded, and Pace and Sayaka transformed into wolves. Kyoko climbed onto Pace, and Mami onto Sayaka.

"Avalon." Flick nearly reached for her, but if she did, she wouldn't be able to let go. "Can you run ahead and set up spells along Walpurgisnacht's path? Anything would help."

Avalon nodded, then transformed and leaped off the building. At the same time, Pace and Sayaka took off, taking Mami and Sayaka with them. Flick stepped to the edge of the roof, looking back toward her mom one last time

"I missed you," Flick said. "Thank you for making it in time. I know you must have been worried. But I survived this far, and I don't regret my wish. Magical Girls are cursed to regret our wishes, but mine was worth the world. Because it brought us together again. I got to see you again. If I died in this battle, that would be enough."

"Felicity . . ." Her mom reached out for her. "I'm here for you. I won't let you get hurt."

Flick smiled, before turning back to Walpurgisnacht. "I know you won't."

Then, she transformed.

Looking back, Flick could see her mom's wide eyes and dropping jaw. Shame rose in her chest, realizing how she must look in that moment. The foreign figure, the creepy eyes, and her overall alien appearance would have put anyone off, but if her mom knew what it all meant, then she knew what had happened to Flick.

There was plenty she didn't know, even now. Flick had to help her understand—

"_Flick!"_

Those thought again, and toward Mom, no less. What was Flick doing?

"_We can do this," _Tabbris said. _"You said so yourself. I'm here for you, s-sis."_

Flick couldn't smile in her current form, but she knew Tabbris felt her swelling joy regardless. _Thanks, sis. Let's do this._

Homura finished climbing onto Flick, who took off. Any shock her mother had felt was cast aside as she took to the skies as well. Together, mother and daughter flew through the air, toward the creature that threatened the city.

* * *

**Multi-POV**

Kyoko looked up, seeing the flying figures head for the Witch. She felt a pang in your heart.

"_Are you okay?" _Carmentae asked.

_I'm fine,_ Kyoko sent back. _Just thinking about family._

She left her statement there, tightening her grip on Pace. The wolf rushed past a Familiar, shaped like a Magical Girl holding a mace. When the Familiar swung its weapon, Pace leaned away, making Kyoko tighten her grip.

They rounded the corner, Sayaka and Mami close behind them, and saw the Witch looming above them.

_Let's do this,_ Kyoko thought, as the fight began.

Above them, Flick had also reached Walpurgisnacht. On her back, Homura drew a grenade from a shield. She knew she was running low on effective weapons due to her earlier assault. This had to end quick.

Homura chucked the grenade. As it exploded in Walpurgisnacht's face, a lightning bolt struck the Witch's metal gears. Both attacks made it rear back, and Homura stopped time.

Flick followed her cue, firing multiple concussive arrows from her bow. Looking to her side, Homura's eyes widened to see Joselyn was also moving in her time stop, despite not being in contact with Homura.

The woman took control of the skyscrapers floating around Walpurgisnacht, redirecting them to fly into the Witch. They stopped inches before making contact, out of the time stop now that Joselyn had dropped her hold over them.

With the arrows and buildings set, Homura dropped the time stop. A massive force crashed into Walpurgisnacht, flinging it toward the ground.

On the streets, Avalon saw the Witch descend. She sprinted forward, summoning knives into her fingers and flicking them forward. The spells counteracted Walpurgisnacht's wind, redirecting it toward the water. Hopefully, it would follow the current without a second thought.

Walpurgisnacht began to ascend away from her spells, when a ribbon caught the top of its jester cap.

"TIRO. FINALE!"

Though Walpurgisnacht blocked the attack with another thrown building, it didn't notice Joselyn teleport behind it. She summoned a massive concrete fist, punting the Witch into the ground. The shockwave created by the impact forced everyone back for a brief moment. Joselyn and Flick, the first to recover, dove toward the creature.

Familiars sprung from it, a dozen Magical Girls with wands. They sent blasts toward the flying duo, who spun left and right to avoid getting hit. With Flick as the larger target, most of the Familiars reshifted their focus to her. Eight blasts covered anywhere she could flee to.

Even so, the girl-turned-Witch dodged. She vanished, reappearing on the other side of the attacks when Homura dropped her time stop. The Familiars had no time to react before Flick loosed an arrow, blowing a cluster of them apart.

Those who were left got torn apart as the grounded Magical Girls fell upon them. Kyoko leaped off Pace, stabbing her spear into one. Another Familiar arose from Walpurgisnacht, wielding two swords, but had each of its arms torn off by Pace and Sayaka in their wolf forms. A shot from Mami finished it off.

A roar caught Flick's attention. She floated higher, and saw the parade was approaching, ready to stampede the entire group.

"**Mom!" **Flick shouted, pointing that way. Joselyn nodded, and a crater opened in the ground. Lava poured out from it, sweeping over the assorted animal-shaped Familiars. They were wiped out in an instant.

As for the remaining Familiars, Carmentae had jumped out of Kyoko, boosting herself and descending upon them. Only Kyoko and Joselyn could keep up as she sliced through them, finishing them off in seconds.

She stopped, and Walpurgisnacht took the chance to strike. The galaxy-like appendage struck Carmentae, sending her flying with a cry.

"Carmentae!" Kyoko yelled.

Giggling, Walpurgisnacht rose into the air. Avalon's spells were pushing it in the right direction, but as it moved, it shot a ball of fire at the Magical Girls.

A shield of ribbons caught it. Mami swung forward with her ribbons, shooting Walpurgisnacht to push it further back. She realized her bullets weren't normal. Once they shot out of her musket, they sparked with electricity, zapping Walpurgisnacht with every hit.

Those same sparks covered Joselyn's fist, as the woman flew forward and struck Walpurgisnacht's torso. It responded by dropping a building on her, which she dealt with by summoning a tornado of fire to melt it. Neither of the insanely powerful beings noticed the heat.

"Flick!" Avalon called out, hoping her Witch form had stronger hearing. "Arrow this way!"

Flick didn't hesitate, firing an arrow straight for Avalon. The girl raised a knife, which glowed a lime green. That same glow outlined Flick's arrow, as it fell into Avalon's possession. Activating the second spell etched on her knife, it grew five times its normal size, the arrow following suit. When she turned the knife, the arrow responded the same. Then, she chucked her weapon. The knife itself hit a building, but the massive arrow struck Walpurgisnacht.

Excess force radiated toward Joselyn. She absorbed it all, sending it back at Walpurgisnacht.

While they were doing that, Kyoko rushed to Carmentae's side. The angel was lying flat against the ground. "Are you okay?" Kyoko asked.

Carmentae grimaced. "Been better." She lifted her hand, and Kyoko took it, letting the girl possess her once more.

"_Behind you!" _The girl in her head immediately shouted. Kyoko spun around, but was too late to dodge the appendage.

Luckily, she didn't have to. Sayaka appeared in front of her, in her Magical Girl attire. Her cape in front of her hardened, used as a shield.

"You were right, Pace," Sayaka said. "Having two forms is useful."

Knives struck the Familiars which had spawned from the attack, exploding on contact. "Told you!" Pace called out, rushing toward her next target.

"We're running out of magic," Homura said, throwing her last grenade from Flick's back. It struck the group of Familiars which had rushed to the scene. "If we give Walpurgisnacht enough time to breathe, we're finished."

"**That won't happen," **Flick said. **"Hold on tight!"**

Internally, Flick sent a message to her Seosten sister. _Boost!_

Tabbris complied, and Flick blurred past Walpurgisnacht, firing half a dozen arrows as she did so. She spun around the Witch, constantly firing at it. All the while, her mom was taking a tip from the Witch itself, firing her own fireballs between the arrows. She threw them perfectly so that they would not hit the arrows or Flick herself.

Avalon was further out, toward the docks. She threw her knives down, setting up a field of spells.

_This will do, _she thought. _The others just have to get Walpurgisnacht this far, and I can get it to the water._

The wind had picked up in intensity. It was so great that those on the ground had trouble with their footing. Seeing Sayaka nearly trip, Mami connected a ribbon to her. She did the same with the other girls, keeping them all together.

"With me!" she yelled, and the others obeyed. Their distraction wasn't through yet.

Walpurgisnacht began to focus on Joselyn, understanding that she was its biggest threat. Concrete tore itself from the ground, flying her way from every direction. Rather than dodge, Joselyn turned intangible.

A ribbon caught Walpurgisnacht, pulling its head to the grounded Magical Girls. Pace fired off spells to go alongside Mami's bullets, while Kyoko pulled on the ribbon with the chain of her spear. Locked in place, Walpurgisnacht was pelted by projectiles.

It was clearly tired of them. An appendage shot out alongside a ball of fire, and what was left of the surrounding buildings collapsed onto them.

Joselyn sprung off a piece of falling concrete, crashing in front of the girls just before the attacks would strike. A dome rose around her, encapsulating them all while keeping the attacks out. As the shield was assaulted, sweat dripped from Joselyn's brow.

"**Now!" **Flick yelled, and Homura leaped off her back. Directly above Walpurgisnacht, she dropped the items she had been gathering from her shield. Dozens of land mines, all descending toward the Witch. Using her time stop, she caught a jutting piece of a building and flung off it, fleeing from the blast radius.

Flick steadied herself. The dock was in sight. They were _so close._ This had to work.

She let loose an arrow, and it struck a mine. Together, they all exploded, creating a massive plume which overtook Walpurgisnacht.

Using the last of her magic, Homura got away with her time stops. Meanwhile, Carmentae had left Kyoko, and she and Pace were supporting Joselyn in keeping the shield up. Flames swarmed around them, licking the dome as they passed.

Then, finally, the explosions ended. The force of them had pushed Walpurgisnacht to the dock.

Avalon was waiting there, with a rune drawn on the ground. Seeing the Witch, she forced her magic into it, activating a chain of spells.

The first redirected the wind once more, pushing it into the docks. Planks fell into the water below, the entire structure threatening to fall apart. This kept Walpurgisnacht from properly balancing itself.

The second made Walpurgisnacht glow red, its energy draining. Though that wouldn't mean much for the Witch, it would take more effort for it to get away from the remaining spells.

The third spell, placed at the very edge of the dock, created a miniature black hole, sucking Walpurgisnacht toward it. This was accompanied by the fourth spell, a wall of ice which funneled Walpurgisnacht that way.

Finally, the fifth spell. The most complex one Gaia had taught her. It was her own time stop, though it only stopped time for the selected target. For a creature this powerful, it would last a second at most.

That second was enough for the others to arrive. As Avalon canceled her spells, every Magical Girl, Pace, and Avalon herself ran forward. All had their weapons drawn, and as one, they attacked Walpurgisnacht.

It was enough. Walpurgisnacht tipped over the docks edge. With it airborne, an arrow from Flick pushed it further into the water.

Joselyn flew over the Witch, its mad laughter resonating around her. She looked down on it, her mouth set in a firm line.

"Your kind threatened my daughter and this city," she said, and the water began to swirl around Walpurgisnacht. It spiraled from the ocean's surface, waves lifting into the air. "I won't stay hidden any longer. I will let the world know—should you threaten that which I cherise, you will suffer the consequences."

By this point, a mountain of water had engulfed the Witch. Its giggles could faintly be heard from within the swirling vortex.

Joselyn clenched her fist, and the water stopped moving. Not just the water surrounding Walpurgisnacht, but the ocean itself was silent. A white glow overtook it all, forcing everyone except Joselyn to look away.

Death itself formed within the mountain. A crack appeared, the stars themselves seen within. Anything it touched was immediately annihilated. That crack spread, further and further, until most of the area had been cleansed. Walpurgisnacht flew for the water, but the liquid was like a wall. The Witch couldn't push past it, before death caught up.

A cry rang out, and the glowing faded. When it passed, the vortex of water was gone, and the waves had moved once more.

Homura looked that way, hesitantly opening one eye.

* * *

The sky had cleared. Rubble was all around them, but the calm wind kept any more from being created. As the last of the clouds faded, the sun peeked forth, shining bright above Mitakihara. The last of the rain also cleared up, letting gentle Fall weather take over.

_Is it . . . really over?_ Flick wondered. She turned seeing Homura looking to the ocean with wide eyes.

Walpurgisnacht was gone. In its place was the largest grief seed Flick had ever seen. It floated down, landing gently on the docks.

"_I think it is," _Tabbris said.

Flick smiled. Kyoko and Carmentae high fived, while Mami offered Sayaka a soft smile. Pace went further, clapping a hand onto Sayaka's shoulder. As for Avalon, she rushed toward Flick, embracing her.

Flick kissed her girlfriend. "We did it," she whispered. "We won."

Avalon nodded. "Felicity, you . . ." She swallowed. Unable to find any words, she kissed Flick once more.

They separated, and Flick couldn't keep the grin off her face. Her mother was landing, picking up Walpurgisnacht's grief seed. It had to be special, coming from the Witch it did. She would know what to do with it, and if not, Avalon's mom would.

Holding Avalon's hand, Flick walked to the end of the dock looking toward the edge of the horizon. The sun shone on them in the moment, and Flick accepted it.

She believed a new light had fallen on Mitakihara.

* * *

Everything went to hell.

The sound of shattering glass caused Avalon to whirl around. Behind her, Sayaka, Mami, Kyoko, and Homura's bodies fell to the ground, their soul gems in pieces. Avalon's blood ran cold at the sight, tears forming in her eyes.

_No, they can't be dead. They can't! Not after everything!_

A weight pulled on her arm, and Avalon looked down to see Flick's dead eyes staring back. A red, glowing bolt of energy was lodged into her soul gem, destroying it.

Avalon's strength left her, and Flick's body thumped to the ground as she lost her grip.

"FELICITY!" Avalon howled, falling to her knees. She sobbed. "No, NO!"

Her Felicity. Her light. Flick thought Avalon had saved her, but the opposite was true. Felicity was far more than an assignment, far more than a friend. She was everything. And now she was gone.

Tears flowed down Avalon's cheeks, the realization leaving her unable to do anything else. Lost in her grief, she didn't notice the massive blade descending toward her.

The blade hardened, pushing into Avalon and pinning her to the ground. Pressed against her neck, it sharpened once more, threatening to slice her throat open with the slightest movement.

Pace and Carmentae were in the same situation, with Joselyn being the only one who reacted in time. Avalon saw her glaring at the woman striding down the dock.

"That was far too easy," Charmeine spoke. "Magical Girls are far weaker than they realize. A simple spell targeting their soul gems was enough to take them out."

"Charmeine!" Carmentae spat.

Charmeine glared at her. "Being a disgrace was bad enough, but you are a traitor to our society. "I would gladly kill you, but you're more useful as leverage."

"Leverage?" Joselyn spoke. Her weapons, absent during the fight against Walpurgisnacht, were now in her hands. She raised them.

"If you try to stop what is about to happen," Charmeine said, "they will all die. I'll push the swords into their throats."

Joselyn lowered her weapons, scowling. "What are you planning?"

Charmeine smirked. "Isn't it obvious?" She snapped her figures, and Kyubey emerged from the shadows. He wasn't alone. A wide-eyed, shaking girl followed him.

_Oh, _Avalon thought, _Oh no._

"Madoka Kaname," Charmeine announced, "it is time for you to make your wish."


	30. Chapter 30

Chapter 30

_Deep breaths. It's not over. You can still pull through._

Pace repeated the words to herself, but that didn't stop her heart from pounding. Charmeine was _here_, and if she chose to, nothing would stop her from killing them all. There was no easy way out, no beating her. Pace had been hopeless against Carmentae, so long ago, and _she _had barely held a fraction of an Olympian's strength. Already, Charmeine had struck down five of them when not messing around. Not even Joselyn would be enough to stop her.

_I can't stay here. I have to do something!_

"_Pace!"_

The sudden voice in her head nearly made Pace cut her throat on the blade. Fortunately, the person inside her prevented that from happening,

_Tabbris?_

"_I'm sorry! Mom stopped time when I was e-eject from Flick, but we couldn't do anything without alerting Charmeine. All I could do was hide."_

_Hey, it's okay. We'll figure something out. _Despite her words, Pace felt the terror and grief which threatened to overwhelm Tabbris. She rushed to reassure her. _Madoka will bring them back. I know she will. Why hide in me?_

_Mom thought . . . she thinks the Empire might go for her after this. She wants me somewhere safe._

Pace looked at the blade centimeters from her neck. She certainly didn't feel safe, though from what she knew of Joselyn Chambers, the woman wasn't about to let them die.

Even so, Charmeine was smirking when she spoke. "You," she said, pointing at Madoka, "are going to wish for your friends back. And in case you're thinking of using a wish to destroy us, I wouldn't. We have a soul blaze set to engulf this entire city if something happens to us. In case you don't know what that is, it is a ghost fire that can't be put out normally, and can reduce the most durable metals to ashes."

"You _bitch_!" Carmentae snarled from her position. "How fucking cocky are you, to think you can control Madoka? Do you think you can actually handle a world ending Witch? Last I checked, you people haven't even been able to handle the Fomorians!"

Charmeine stared daggers at her, and Pace wished she could stand between them. "I hope you're prepared, Lie. When this is through, I'll personally make sure you're put through a living hell."

"I'd like to see you try," Carmentae snarled.

Charmeine opened her mouth to retort, before shaking her head. "It doesn't matter. You are of no significance. But I suppose I can assure you that we are confident in our ability to handle the Witch the girl will become. Because once her friends are alive again, she will enter a portal to an isolated planet, before her transformation takes place. She will be unable to do any damage there, and we will find methods to neutralize her. If that doesn't work, we'll simply drop her into Fomorian territory to do as much damage as possible. Should she not comply, the soul blaze will activate."

Pace scowled. She knew the Seosten were heartless monsters, but seeing how they didn't hesitate to ruin so many lives just for the chance at gaining a powerful weapon, she wished she could dismantle their entire society. They were evil, selfish, and the exact kind of creatures she became a Heretic to stop.

"As for you, Atherby," Charmeine said, glaring at Joselyn. "You will keep the children from interfering, or I will kill them as many times as necessary. I am only sparing them now to keep Kaname in line."

Joselyn narrowed her eyes, but didn't say anything. Taking that as agreement, Charmeine focused her attention on Madoka once more.

"Wish for your friends to return," Charmein said, "and come with me. Otherwise, this city and your friends will be wiped out." She put a hand on Madoka's shoulder, making Pace shudder. "You should be grateful for this chance. You were destined to become a Witch no matter what you did. This way, you won't kill any of your kind. I believe that alone should be enough motivation for you to comply. Or do you believe you can control yourself as a Witch, and not destroy the planet within a week?"

Madoka, who had been silent up until this point, met Charmeine's eyes. From her angle, Pace could see the spark in them. That was enough for her to know.

The Seosten, despite all their preparation, were still underestimating Madoka.

_Tabbris._

"_Y-yeah?"_

_You mom. Joselyn. How did she use all those powers during the fight? She was banished not long ago by Heretic standards, right? She shouldn't be that powerful so soon._

"_Oh! She, um, she spoke to the Heretical Edge. Or rather, the Reaper inside. He's not insane, and he's trying to help. He connected her to the Committee."_

That sounded insane, but Pace wasn't surprised to hear it. Of course that much power would come from the Edge. How else would Joselyn be able to stand up against Crossroads' most powerful Heretics? She had the same powers as them. Powers brought together by the same machine which awakened Heretics, which was run by a Reaper of all things. One of the strongest Alters was running an even greater source of power.

Joselyn had found a way to make sure Crossroads weren't the only ones using that power.

_I have a plan, _Pace thought. _Tell me this will work, and please don't let the others know._

* * *

Madoka stared down the woman who had hurt her friends so much. When Kyubey had told her they were dead and brought her to the scene, she could only feel horror. Now, the horror receded to the back of her mind, replaced by a single wish. Her desire to protect everyone—not just her friends, but so many more—screamed at her, reminding her what she had to do.

Even now, she could feel the spell lurking within her. It was odd, in a way, how her contract with Kyubey was only part of their plan. Her and Avalon had worked every night since rescuing Flick on this, and most of that time had been spent preparing the spell with Gaia Sinclaire.

When Sayaka had been turned into a werewolf, Madoka's entire perspective on magic had changed. She still believed it was a wonderful thing, an endless amount of possibilities which could bring hope into the world. But magic had an equal amount of potential to destroy everything she loved. So many innocent people, of all different species in the universe, were constantly threatened to beings greater than them. It was unfair, how even Magical Girls were hopeless against those such as the Seosten.

Magical Girls, Heretics, Alters, she wanted to save them all. But even a wish could only do so much. Above all else, Madoka had to inspire hope in others. Her friends could protect the innocent. Madoka had her own task.

And so, she stared directly into Charmeine's eyes. She refused to flinch or cower, wanting to make her intentions clear with her own gaze. Charmeine's eyes narrowed at the sight.

"Will you still try something?" Charmeine balked. "Should your Witch begin to ravage this planet, our people would invade full force, enslaving as many humans as we can. No matter what you try, we will prevail in the end."

Madoka shook her head, turning away from Charmeine. Her eyes instead found Kyubey.

"I'm ready."

Charmeine's hand found her throat, lifting her into the air. The woman squeezed, almost hard enough to crush Madoka's windpipe. "Should you begin making the wrong wish, I _will _end you before it is complete. Do you understand, girl? You have no power here. Your karmic potential means _nothing _when you're still a pathetic little girl.

She dropped Madoka then, who landed hard. Even so, she kept herself from whimpering or clutching her throat as she stood back up.

"I know," Madoka said. "I'll make the right wish." With that, she faced Kyubey once more.

"Madoka Kaname," Kyubey spoke. "You are now the central point of karmic destiny from numerous different timelines. No matter how enormous the wish, you will likely be able to make it come true. So, Madoka Kaname, what is the wish that you will pay for with your soul?"

Madoka took a deep breath, knowing that there would be no return from this point on. Whatever happened, she would have to live with, maybe forever. Everything depended on her next words.

Madoka stepped forward, holding a fist to her chest.

"I wish to reverse the magic which killed my friends and misplaced their souls." She looked at Charmeine. "And any other magic of my choosing, until I become a Witch!"

Charmeine, who had been smirking during the first part of the wish, glared at her. "You—" she snarled, rushing forward to kill Madoka before her wish could take effect. Before she got there, the Seosten fell to her knees, eyes wide. In her neck was a large cut, blood pouring out of the fatal wound.

Slowly, the disbelief clear on her face, Charmeine turned toward Carmentae, who had cut her own throat with the blade trapping her.

"I am not a Lie," Carmentae spat. "I am _Carmentae_. And I am far stronger, far better, than you will ever be!"

Her mouth opened, but before a garbled word could escape Charmeine, Carmentae shoved the blade through her neck. As the weapon fell to the ground, Carmentae rose unscathed. As for Charmeine, her separated body and head slumped to the ground.

While all this had happened, Madoka had been glowing. A pink light had radiated from her chest, getting more blinding with each passing moment.

"This wish is unlike any other," Kyubey said. "As long as your soul gem shines, you can accomplish anything you put your mind to. You could crumple empires if you wish to do so."

He was right. As Madoka's clothes changed into her Magical Girl attire, a shining pink and white dress, she felt all the magic in the universe. Each its own beacon, shining for her alone. With Charmeine's death, the soul blaze began to take shape, but Madoka snuffed it out. The task hardly took a thought, and it was only the beginning.

First, she reached out for the beacons of her friends. Their soul gems lifted into the air, the shattered pieces putting themselves back together. Each of their soul gems shone, before vanishing entirely as Madoka returned their souls to their bodies. She saved Flick for last, removing the curses that had rooted themselves in her soul before sending it to its proper place.

Already, her friends were starting to awaken. Homura was the first to open her eyes, now in her school uniform. She gasped at what she saw. "Madoka!"

_I'm sorry, Homura, _Madoka thought, before turning her gaze outward. There was one piece of magic she wished she could erase herself, but she couldn't. Not now. That was what the spell was for.

Instead, she reached the minds of all Heretics and Alters. Everyone who had lost their memories. In her state, Madoka understood everything about the rebellion. All that had happened made itself known to her.

With a thought, Madoka erased the memory spell. Everyone was starting to remember the truth.

That alone was enough for curses to creep in. Madoka didn't have to look at her soul gem to know it was darkening fast. There was more she had to do.

Reaching out into space, she felt the influence of the Seosten and Fomorians. Two powerful empires, with enough power to control or destroy the universe if they weren't fighting one another.

Knowledge came to her. The Seosten were able to possess others because of a genetic modification, originally made for the being known as Cronus. It went wrong at first, as Cronus consisted of a sick boy, his father, and the clone body made to heal the sick Seosten. Their merged form went insane, creating a virus which let all Seosten possess others.

Cronus escaped the Seosten, after merging with many of them. Then, he found and molded the Fomorians, using more modifications to make them the threat they were in the present.

Seosten and Fomorians. A great war, expanding across galaxies, all because of one being. In the end, though, that being was created by magic. He changed the Seosten and Fomorians through magic. All of their control came through magic.

Madoka could undo any magic. She could erase it all if she wanted. But she wouldn't. Heretics would find the right path one day, she was sure of it. With the rebellion restored, it would only be a matter of time. So she left the Heretical Edge intact, left Alters and Heretics in place. Even Magical Girls and Witches remained untouched by her, for she knew what the best path for them would be.

More than anything, the two great empires had to lose their control over this endless potential of magic. And so, Madoka undid the modifications made to them. She took away the genetic changes which let the Seosten possess other species. She undid the enhancements which made the Fomorians so powerful. She seperated every part of Cronus that still existed somewhere in the vast reaches of space.

The empires wouldn't be destroyed, but they would be greatly crippled. Heretics would be able to fight back, and when the entire truth came into the open, even the traditional Heretics would be willing to band with the rebels to face the threat. Because they would all know where the greatest dangers lied.

As for all the other evil out there, Madoka had to trust those who fought for the innocent. Magical Girls, Heretics, and countless Alters would rise to the task of defending civilization. Without the Seosten controlling them, and without the Fomorians in place to destroy everything, Madoka believed they would succeed.

And just in case, there was one Fomorian she was leaving with his power.

A pink beacon rose from her position, into the skies and stars above. It extended past planets, past galaxies, radiating across all of existence. Every living thing looked in that moment, and took in the sight of the universe changing.

Hope took order, changing everything. And that hope was matched by an equal level of despair.

Pain. It radiated through Madoka's being, to the point where there were no emotions. All she could feel was pain. There wasn't a source to it, and if Madoka still had a body, she couldn't connect with it. Only agony met her, on a scale unlike any other. She had taken away so much magic, and her own overcompensated to make up for the fact.

There was no other choice. Madoka had done all she could. She had to count on her friends, and her plan with Avalon.

_I won't destroy the world, _were her final cohesive thoughts. _I believe in everyone. They'll stop me._

_Maybe they'll even save me._

**A/N: And there it is. I hope Madoka's wish made sense, and that her actions didn't seem out of place. I'm sure some are wondering why she didn't reverse the magic which tainted Witches, but that, alongside how she expects her own Witch to be stopped, will be explained next chapter.**


	31. Chapter 31

Chapter 31

Before she even opened her eyes, Flick knew something was different. Like something inside her had shifted. Yet it didn't feel like a violation. In fact, it felt like a part of her long broken had finally been fixed. She reached for her connection with her soul gem.

There was no response.

Flick's eyes snapped open, and she pushed herself to her feet. Clouds covered the sky once more, but these were far more sinister than Walpurgisnacht's storm clouds. The clouds themselves held a sinister aura, yet a blinding light poured out of them. It was far from any natural phenomenon.

Looking around, Flick saw the others waking up as well. All the Magical Girls except Carmentae and Avalon and been knocked out. Those two were on either side of Pace, and Avalon had a hand on Tabbris. They were all looking toward the horizon. Pace's finger was twitching.

"What . . .?" Flick trailed off as she followed their gazes. In the water was a massive figure, tall enough to reach the clouds. It was entirely black, looking like a silhouette. The only color came from a pink glow outlining the entire figure.

As for the figure itself, it was shaped in a way that Flick almost expected it to collapse. Strands of darkness, thin enough that Flick could see through the clutter, held up a girl's torso. Her arms were spread to both sides, ending in unnaturally long fingers. There was a dangerous smile on her face, and her hair almost looked like . . .

"Madoka!" The desperate, broken plea came from behind her. Flick spun around and saw Homura staring at the Witch with wide eyes.

"Wait," Kyoko spoke as she rose to her feet. "You mean to tell me that thing is _Madoka_?"

"What happened?" Mami asked. "Why did Madoka make a wish?"

"It was to save you." Avalon spoke in a dark voice, and Flick saw her hands were clenched. "Charmeine killed you all. Her wish brought you back."

"Then that's really . . ." Flick stared at the monstrous Witch. Right now, it wasn't moving, but that wouldn't last long. If it even approached Mitakihara, everyone would die for sure.

_I died, and Madoka became this for me. For all of us. _Flick wondered if she would have had the resolve to do such a thing. To make a wish knowing it would end in her becoming a monster.

"I have to go back," Homura whispered. Flick turned and saw the resolve in her face. "One final time. I'll keep the Seosten from discovering Madoka. I'll save her from everything that might threaten her."

"Homura . . ." Flick reached out, but the other girl pulled away.

"I'm sorry," Homura said. "I wanted this to be the end. You kept us all alive. But you promised you'd remember me, didn't you? We can end this." She met Flick's eyes. "I made a promise. I have to keep it, no matter what."

"You won't be able to," Avalon said. "Madoka saved all of you. She made sure none of you would suffer anymore. She only left me because I'm already safe, and I asked her not to revert me back as well."

Homura took a step back. "What are you talking about? I . . ." She froze. "No . . ."

"Homura!" Flick rushed forward, catching Homura just before she would have fallen. The girl was shaking in her arms.

"I can't go back," Homura choked. "My magic is gone. I keep trying to reach it, but I can't!" She looked up at Flick, tears in her eyes. "I can't leave Madoka trapped! I need to save her! Please, let me go back! Find a way. Your mom is a powerful Heretic, right? Have her send me back!"

"That isn't possible," Avalon said. "Time travel doesn't work that way. You're the only exception."

Homura whipped toward Avalon. "I have to try! Madoka's Witch is strong enough to end the world! She would never want that! I won't —"

"She knew," Avalon interrupted.

Homura stiffened. "W-what?"

"Madoka knew her Witch would destroy everything," Avalon said. "She spent the last few days preparing for the worst. Look." She pointed at Madoka's Witch. There was a second glow surrounding her, now. It was soft, yellow, and encompassed her entire being.

"What is that?" Sayaka asked.

"A spell," Avalon said. "One which is costing most of her energy, even in that state. She's still more powerful than even Walpurgisnacht, but we can stop her."

"How?" Mami asked. She hadn't taken her eyes off of Madoka's Witch. "We're not Magical Girls anymore!"

Not Magical Girls. That dark side of Flick truly was gone. Madoka had removed the curse stuck to Flick.

_I need to repay her. In any way possible._

Flick shifted her grip on Homura, putting her hands on her shoulders. "I'm sorry," Flick said. "It never should have come to this. But we can't let Madoka kill people. You know she would never want that."

"I know!" Homura shouted. She looked away. "Everything I've done . . . it only made her fate worse. I failed her."

No words came to Flick in that moment. Before she could find anything to say, Homura pulled herself from Flick's grip, stumbling a few steps away from her.

"Kyubey!" Homura then shouted. "Where are you? If my soul was put back, can't I make my wish again?"

"You're not going to find him," Avalon said.

Slowly, Homura turned her way. "What are you talking about?"

"The spell Madoka created," Avalon said. Though she tried to sound impassive as she explained, there was a clear forlorn tone to her voice. "There were two aspects to it. The first removed the effect which made Witches and Magical Girls invisible to Heretics and Alters. She said she wanted to make it so Magical Girls didn't have to fight alone anymore, so that Heretics could fix their souls. In most cases, having your soul removed from your soul gem severs any personal connection, so you can still use magic without becoming a Witch or dying when something happens to the soul gem." She looked at Flick. "I suppose it's different for Magical Girls who become Witches.

"The second part of the spell was isolated from the first. It's what's causing the greatest drain of energy. A banishment spell."

"Banishment spell," Pace said. She looked . . . anxious, tapping her foot and shifting her eyes as though scanning for something. "Like the one used on the Fomorians."

"They're similar," Avalon said. "And just like the Fomorian banishment spell took great amounts of energy, so did this. Madoka's Witch is using all her strength to keep the Incubators away from this planet. It won't be long before there's enough of her energy in the spell that it can stand on its own. At that point, Madoka's Witch will be free to gather her magic into herself again. We have to kill her before—"

She cut off with a grunt as Homura, suddenly in front of her, lifted her by the collar. Though Homura was no longer a Magical Girl, her own strength was enough for her to hold Avalon steady. All the while, she glared.

"We are _not_ killing Madoka," Homura snapped. "I won't let you."

With a flash, Avalon transformed into her Magical Girl attire. A knife appeared in her hand, and once she spoke the enchanted word, her body had a slippery, metallic look to it. She fell out of Homura's grasp, deactivating the spell to land on her feet.

"This is what Madoka wanted," Avalon said as she straightened. "We wanted the spell to weaken her further, so we could bring her back, but we knew how unlikely that was. She was prepared to die!"

Homura took a step toward Avalon and gripped her shoulder, looking ready to punch her. "She was scared! She had no other choice! She _never _wanted to become a Witch!"

"Actually, Homura Akemi, this was what Madoka always wanted."

Everyone spun at the voice, staring at its source in a mixture of shock and confusion. In Pace's case, there seemed to be more to the look she gave the creature before them.

"You're not supposed to be here," Avalon said.

"It is true that most of my other bodies have been exiled from this planet," Kyubey said. "I'm using some of my own magic to keep this one here, though that won't last much longer."

"Kyubey!" Homura blurted. "You have to grant my wish!"

"I suppose I could, even though our quota has been met and our time on this planet has come to an end. Although, would you first like to know what Madoka Kaname has accomplished in this timeline?"

"I-I got forced out of Pace," Tabbris spoke up, bringing Flick's attention back to the werewolf-Heretic. Her eyes, which had been closed, opened at the sound of her name. What was going on with her? "I can't possess anyone now."

"Me neither," Carmentae said. "My soul gem is gone, too. I think I still have my mother's powers, but no more possession, and no more being a Magical Girl."

"That's right," Kyubey said. "Madoka crippled both the Seosten and Fomorian empires. She believed that taking away their greatest advantages would cause them to focus on each other, giving humanity time to prepare its own defenses."

"She sacrificed herself," Flick breathed. "Not just for us, but for everyone."

"Even so, I have to make my wish." She met Flick's eyes. "I'm sorry. I can't stop until I find the one way out. The one path that will save her." She turned to Kyubey. "Kyubey, I wish—"

"WAIT!" Pace shouted, drawing everyone's attention to her. "It doesn't have to end like this. We can still save Madoka."

"How?" Sayaka asked, her own voice a croak. Her gaze briefly shifted toward the Witch in the horizon, before snapping away. "Don't you need more magic than her soul has to put it back in her body? There's no way all of us would have that much magic, even if we were still Magical Girls."

Pace shook her head. "There is a way. We'll use the same source Flick's mom is using to keep Madoka back as we speak."

"Wait, Mom's fighting her _now_?" Flick's eyes widened. "We have to help her!"

"We will," Pace promised. She looked to Homura. "You too. You learned the spell to fix someone's soul. You and Flick together will be enough."

"Something is going on with you," Carmentae said, speaking up for the first time since Flick had woken up. "I thought you were acting strange, but I wasn't sure how. What are you planning?"

Any response Pace could have given meant nothing, in the face of her eyes tearing up. Smiling, she met Carmentae's stare, not giving any other response. Seeing that, Carmentae stiffened.

"It's too dangerous," Carmentae said. Her own eyes were glistening. "Whatever you're thinking of, you don't expect to come out alive. That's not worth the risk."

"Hey, Carmentae—" Kyoko reached out to put a hand on Carmentae's shoulder, only for the angel to slap it away.

"Don't touch me!" Carmentae yelled, scrambling away. "No one touch me! Don't make me hurt you!" Flick's stomach churned upon seeing her in this state.

_You should speak up. Say something to stop this._

Except if their positions were reversed, would Flick want Pace to stop her? Flick had made countless tough decisions in the past month. She couldn't find herself regretting any of them, because they were the best choices she could make at the time.

What was the right decision now?

"Kyoko," Pace said, that smile still on her face.

"Huh?" Kyoko asked. "What is it?"

"I have two favors for you," Pace said. "I hope you don't mind."

"What are they?"

"Can you take care of Carmentae for me?" Pace asked.

"Stop it!" Carmentae began sprinting, reaching for Pace. "Don't do this, Pace!"

Before she could reach her target, a knife struck her leg. She fell to the ground in a heap.

"I'm sorry," Avalon said. "I didn't want to paralyze you, but you gave me no other choice."

Given who they were dealing with, it was surprising the attack had worked at all. Carmentae must have been that distracted, in that much pain. If Madoka hadn't repaired her soul, Flick had no doubt Carmentae would have turned into a Witch in that moment.

Flick couldn't bear to watch it. She hated herself for it, but she looked away from Carmentae's shaking form, focusing instead on Pace.

"I will," Kyoko said, her mouth set in a firm line. "There's something you have to do. Something you'll give up your life for. I understand that, and I won't keep that from you. If you're worried about Carmentae, don't. We'll watch each other's backs."

"Thank you," Pace said, though the second word came out in a sob. She wiped away her tears, taking a deep breath before speaking once more. "I'm going to make a wish. It's going to use up all of my magic. I can't become a Witch, or else the wording of my wish may cause it to affect every Heretic. Because if I'm a Witch, then the source I'm connected to will be damaged as well. We can't let that happen."

It was then that Flick knew what she was planning. And she could tell Pace's plan would work, at the cost of her life.

_You really are the bravest here, Pace. I wish I could stop you, but . . . I know this is what you want. We owe you everything._

"There might be a way," Avalon said. "We can bring your soul back, and Gaia will fix any damage done to the Heretics."

Pace shook her head. "You don't know that for sure. Madoka's wish was incredible, but if the Seosten retaliate, we need Heretics at their strongest." She swallowed. "Kyoko, I need you to kill me before I become a Witch."

A howl rang across the docks, the anguish and despair overwhelming all who heard it. Carmentae didn't stop howling, and instead forced her quivering hands to push herself up. Her stability didn't last, and she fell on the ground once more.

"I'll do it," Kyoko said. Her eyes narrowed. "Now hurry up and make your wish."

"Right." Pace put a hand over her heart, closing her eyes. "Kyubey, will you grant my wish for me?"

"If that is what you want," Kyubey said, "then I'll grant your greatest desire as my last act on this planet."

In that moment, Flick realized that Sayaka hadn't spoken. Looking her way, she saw the blue haired girl biting her lip, looking back and forth between Madoka's Witch and Pace. She opened her mouth as though to see something, before closing it. Still, she whispered something, and though Flick was too far to hear it, she could read Sayaka's lips.

"Thank you. For everything."

"Thank you," Pace said, her eyes now open and focused on Kyubey. "In that case, I wish to have access to the greatest source of power which Heretics hold. I wish to channel all of its magic into me, to briefly control it as though it were my own. To be able to give Flick and Homura the power they need to save Madoka.

"Connect me to the Heretical Edge."


	32. Chapter 32

**A/N: We've made it to the final chapter, not including the epilogue. I did something a bit different with the music in this one. For SB and AO3 users, I've been linking the songs in the text where they start, keeping them out of the way for those who wish to ignore them. For this chapter, so that FF readers can enjoy the song as well, I'll be linking the song through bold brackets stating the title of the song, [Like This]. The song used in this chapter was the reason I decided to include PMMM music in this fic, so I figured everyone should be able to have that experience.**

**That said, I hope you enjoy the chapter.**

Chapter 32

Kyoko could only watch, as Pace's body glowed a radiant green. Unlike most girls who contracted, Pace remained standing as her soul was ripped out of her body and forced into a forest green soul gem. Her body was lifted into the air, and with a flash, her new outfit appeared.

Her clothes could only be described as tribal. A balance of green and white, she wore a sleeveless top, shorts, and ankle length boots. In her hand was a dagger with an emerald hilt.

Kyubey was gone, Kyoko realized. His last body forced off the planet. There would be no more wishes, no more Magical Girls.

_Good riddance._

Carmentae had recovered from Avalon's attack, and was picking herself off the green. The entire time, her wide eyes were glued to Pace. Kyoko had a strange urge to put her hand on Carmentae's shoulder, but her feet were rooted to the ground.

Still glowing, Pace turned her attention to Flick and Homura. "The connection," she said, and though her voice was soft, it held great power. "The Heretical Edge is connected to an entire network of reapers. So much power . . ." Her feet finally touched the ground, and she took a step forward.

"I can make you Committee members," Pace said. "They share their powers through the Heretical Edge. If I let you into their network, you'll have all of their powers. In her current state, you should be able to take on Madoka."

"Can you afford that?" Avalon asked. At some point, she had put an arm around Flick. "Your soul gem . . ." The object still shone brightly, but everyone understood the meaning behind Avalon's words.

"Two people," Pace said. "I can make two people Committee members. The rest of my energy will be spent on supplying those two with more magic. Hopefully, it will be enough to bring Madoka back."

"Me and Homura," Flick said. "You mentioned us before."

Pace nodded, watching Flick with a soft gaze. "Can you do this?"

Flick looked away for a moment, before meeting Pace's eyes once more. "Of course."

Nothing else needed to be said. Even Kyoko could make out all the unspoken words between them. The promises, the thanks, the goodbyes, all silently communicated on their faces. Kyoko felt like she was invading a private moment just from her presence.

There was no beacon of light, no visible flow of magic between the girls. The only sign of the great power entering Flick and Homura was how the two girls stood taller, any signs of weakness vanishing from their bodies. The two turned to each other and nodded.

"Let's go," Homura said, taking to the skies. After drawing a rune on Madoka's limp body, Flick began to float—as though to follow—before pausing. She turned to Pace one last time.

"We'll never forget you," Flick said. "I promise."

Pace only smiled. "Good luck."

As Flick took off, Pace took a deep breath. "I'll keep you going as long as I can," she murmured, loud enough for both Kyoko and Carmentae to hear.

"Wait!" Carmentae blurted. "There has to be a way to save you! Conserve your energy. I'm sure Flick and Homura will figure it out."

Pace shook her head. "We have to bring Madoka back. Carmentae, I . . ." A sob escaped her throat, and she steadied herself before continuing. "I'm glad I met you."

From the look on her face, the words might as well have been foreign to Carmentae. "You . . ." She shivered. "Why? I enslaved you. I m-made your life hell."

It had to be taking all of Pace's concentration to supply power to Flick and Homura. Despite that, she stepped forward and embraced Carmentae.

"I don't blame you," she whispered. "You mother broke you, but you got away from her. You helped bring everyone together, and now Madoka has changed the universe. I only hope I helped you find your way here."

Carmentae, who had stiffened upon being hugged, wrapped her arms around Pace. "It was all you," she cried. "The other helped, but none of it would have been possible without your influence."

"That's enough for me," Pace said. "I'm ready for this. So keep staying strong without me, okay?"

The others were still there. Kyoko had forgotten about them, her attention entirely centered on the incredible pair before her. They had gone silent, holding one another tightly.

Kyoko had no idea how much time passed before they separated. Carmentae whispered one word, so quiet that she could barely hear it.

"Okay."

That was it, then. Kyoko eyed Pace's soul gem. Darkness had begun to creep into it from the edges. It wouldn't be long before her magic ran out entirely.

_I'll finish you off, _Kyoko promised. _You'll never have to fight your friends. I promise._

_Carmentae, I hope you'll forgive me._

* * *

It was oddly silent. Flick and Homura's flight made no noise, other than the wind brushing past them. Flick's mom was fighting Madoka up ahead, but they were far enough away that Flick couldn't hear them. The lapse in action gave an odd sense of tranquility, despite the world ending Witch they were flying toward.

_Pace . . . _Flick had no doubts that she had seen the girl for the final time. Madoka's Witch was unlike any other, and not even the Heretical Edge held as much magic as her. Pace would use her own magical reserves as well, giving them the final push they needed to extract Madoka from her Witch. And then . . .

Kyoko would kill her. After fighting Madoka, they wouldn't be in a position to bring Pace back from her Witch. There was a high chance it would kill one of them if they tried.

_I have to do this. For Pace._

Finally, sounds of conflict reached Flick's ear. Her mother threw a wave of fire at Madoka, who seemed like she hadn't even noticed the attack. She retaliated, one of her fingernails extending greatly. The action happened so fast, Joselyn couldn't dodge in time, and the nail as sharp as a blade cut into her chest.

"Mom!" Flick yelled. She narrowed her eyes.

"Are you ready?" Flick asked.

Homura flew silently behind her, seemingly unresponsive. Flick couldn't imagine Homura had ever fought Madoka's Witch in any other timeline. What was going through her head in that moment? Was she tempted to fly away, or was her resolve set to do whatever was necessary to save Madoka?

Flick could guess the answer, and it was confirmed when Homura spoke,

"Yes."

**[Magia]**

They accelerated, rising into the air to be on the same level as the Witch's torso. Above them was a swirling, pink vortex. The banishment spell.

_We have to do this before the spell is at full power. If it stops draining her energy, she'll be unstoppable._

That in mind, Flick summoned a massive blade behind her, using a steel creating power one of the Committee members had access to. She didn't know if it was Pace, or the Heretical Edge itself, but Flick knew what her powers were.

With a thrust of her palm, she sent the blade forward, covering it in ghost fire. It went through Madoka's torso, going far enough that half the blade was out the other side before it stopped.

The Witch screamed, a sphere of darkness bursting from each of its eyes. One approached Flick, and the other Homura.

Black holes. Flick and Homura gripped each other's hands, using each other's weight to keep the parallel black holes from pulling them in. Meanwhile, Flick's mom had recovered from the initial hit, and she threw her two weapons at the black holes, murmuring a spell.

Upon contact, the black holes vanished, and the axes returned to Joselyn's hands. She channeled lightning through them, surrounding the Witch with a wave of electricity that continuously zapped it.

Suddenly, the lightning vanished, and Joselyn staggered in flight. Flick nearly rushed to her side, but a wave of energy from Madoka forced her to back up.

"There's no way we'll have time for the spell while Madoka is like this," Flick said, flying near Homura. "We have to weaken her first."

Homura sharply inhaled, her entire body tensing.

"It's for her sake," Flick said.

"I . . . I know." Homura clenched her fists. "I'm not going to give up now."

"I didn't think you would," Flick said truthfully. Her hand glowed as she held it out. "Help me out?"

Once again, Homura took her hand, and a wave of magic sprung from their connection. When it hit the Witch's torso, the force bent it backwards. Only for a second, though, and once it was back up, it sent a sharp pain through Flick's mind.

"Ah!" Flick clutched her head, which felt like it was about to explode. Her mom and Homura were in a similar position, leaving them all open for the wisps of darkness rushing toward them.

Flick surrounded herself in crystal which would absorb the magic. Meanwhile, Homura and Joselyn met the darkness offensively. Homura used similar magic, forming it into a whip to smack the wisp away. Joselyn chucked a miniature star at her threat, the combustion which followed taking both attacks off the field.

Still, that headache persisted, and Flick found her consciousness slipping.

_What . . . is this? _A force tugged at Flick's mind, and she struggled not to lose herself. Was Madoka's Witch capable of taking away someone's life with a thought? At full power, she would be able to end all life in Mitakihara within seconds.

Wind rushed past her, and Flick realized she had begun falling. In her efforts to stay conscious, her flight had run out.

Then, as quickly as it came, the pressure on her mind vanished. Blinking, Flick looked up and saw an unfamiliar woman. Or rather, she was familiar, but only from descriptions given to her by Avalon.

_Gaia Sinclaire?_

"Gaia!" Flick's mom called.

Gaia grit her teeth. "I'm blocking it from reaching your minds, but it's taking all of me to do so. I won't be able to do much else."

Joselyn smiled. "Thanks, Gaia. We'll make this quick."

Homura rushed forward, using the Committee's power to stop time. Suddenly she was above Madoka, her fist covered in obsidian. She rushed down, slamming her fist into the Witch's head. While it was stunned, Flick followed up by duplicating herself, and having her first body chuck the second at Madoka. Upon reaching Madoka, the second Flick struck with her own punch, strong enough to level a tank. Madoka hardly paid it attention, but the Flick near her continued her assault with a stream of plasma, before there was a flash of light and she vanished.

_I couldn't even see what happened. Madoka just disintegrated my clone, too fast for me to follow._

Staying still was clearly a bad idea. Flick rose higher into the sky, watching as her mom brought water up from the sea and chucked it all at Madoka. The Witch didn't pay the force of the attack much attention, but the water pushed her back a bit. Enough for Homura to drop a building on her.

They were striking with a force greater than that of Walpurgisnacht, and the Witch born from Madoka still stood. Force just wasn't going to bother it.

This had to end.

"Homura!" Flick yelled. "The spell!"

Homura teleported next to Flick, and they both spread a palm out, facing Madoka. Starting the spell, Flick immediately felt the immense well of magic inside the Witch. It made her gasp, and she almost lost her connection. Homura wasn't faring much better.

Still, they persisted, and thanks to Flick's mother, the Witch didn't kill them on the spot. Joselyn realized what they were doing, and made sure Madoka was thoroughly distracted. To do that, she sent the minions she had been collecting during the fight forward.

Cars. Dozens of them, ruined by Walpurgisnacht. Joselyn had enchanted each of them, making them durable and covered with spikes. The cars sped back and forth, striking the Witch from all angles. Power emanated from Madoka, making the cars plummet to the water below, but the distraction had given Flick and Homura time. Already, thanks to some pushing from Pace, they had half the energy needed gathered, and were starting to grip Madoka's own magic.

There was more fighting going on, Joselyn giving her all to buy the two girls time. Flick hardly paid it any attention. Her focus was entirely on building up the spell, preparing to shift all of Madoka's energy back into her body at once.

Finally, there was a click in her mind. An ocean of energy made itself known to her, strong enough to drown out all else. Flick couldn't even begin to understand the emotion—or the power—behind it all. It was a force she was struggling to rein in alongside Homura. Within seconds, they would lose control.

Seconds were all they needed. Homura drew a gun, one which hadn't been shored on her shield. She had prepared it ahead of time, keeping it on her person at all times.

The gun was enchanted. Its bullets would activate the spell they had spent so much time practicing. Once the bullet connected, this would hopefully all be over.

_No, it _will _be over, one way or another._

Homura fired.

* * *

Unlike when Flick had woken up from her Witch state, Madoka immediately remembered all that had happened. She parsed the thoughts in her head, which had told her to free the world from misfortune by bringing all life into her heaven. Those were her thoughts as a Witch, telling her to do whatever was necessary to succeed in her goals.

There was still a connection between Madoka and her Witch, so she knew what was happening to it. Most of the Witch's form had gone into the banishment spell, while Madoka's own magic kept the Witch's body intact. With Madoka's soul returned to her, the Witch's body was absorbed into the banishment spell, which allowed the spell to remain in place.

It was over.

Madoka opened her eyes and sat up, beaming. "You guys did it!"

Right away, she was met with hugs from two sides. Mami and Sayaka both held her tightly.

"Madoka!" Sayaka sobbed. "You're alright!"

Madoka smiled, patting Sayaka's back. "Of course. I knew you all would find a way to save me."

Truthfully, there was far more going on in her thoughts. Fear and disgust warred to dominate, as memories of her wish and what followed haunted her. For now, she could push it aside for her relief, but she knew nightmares would torment her for years to come.

"I'm so glad you survived," Mami choked. "I-I don't know what we would have done without you."

"Madoka!" The shout drew everyone's attention, as Homura dove down from the sky. In a move entirely uncharacteristic for her, she plunged into the embrace they all shared, squeezing Madoka harder than the others had.

"It's over," Homura whispered, tears streaming down her face. "I did it. You're finally safe."

"Homura . . ." Madoka returned the hug with equal enthusiasm. "When I returned your soul, I understood your magic. You repeated this past month so many times . . . it was all for me, wasn't it?"

Her throat failing her, Homura nodded. Madoka pressed their foreheads together.

"Thank you," Madoka said. "You don't have to fight for me anymore. You're free."

The group held onto one another, and it would be awhile before they let go.

* * *

Another girl wasn't in the mood for hugs. She hung back, focused on keeping herself composed. Her eyes were on a single corpse, unable to be torn away.

"Hey," Kyoko murmured, putting a hand on her arm. "You okay?"

"No."

Kyoko winced. "Figured. Are you . . . mad at me?"

Carmentae sighed. "No. You did what was necessary. I just . . ." Dammit, she thought she had finished crying. "I don't know what to do."

Kyoko hesitated. Then, she leaned into Carmentae. "Maybe you don't have to. For now, if you want, you can rely on me?" What had started out as a suggestion ended as an uncertain question.

There was a gasp beside Carmentae, as she leaned into Kyoko. Then, both their breathing settled, as they took comfort in each other's presence.

Despite all her worries, and the grief which threatened to swallow her whole, there was one fact which Carmentae knew for certain.

She would never be alone again.

* * *

"I'm happy for them."

Joselyn and Gaia still flew above the scene. They took it all in, but their focus was mainly on their daughters, who held hands and whispered words to one another.

"We should have saved all of them," Gaia said. "They're only kids. In no world should they have gone through so much suffering."

Joselyn sighed. "We did what we could with the Committee and Seosten breathing down our necks. We can only move forward from here. Speaking of which, how were you able to get here?"

The question brought a small smile to Gaia's lips. "That girl erased the memory spell. Everyone remembers the rebellion again."

Joselyn raised an eyebrow. "Really?"

"It made quite the scene at Crossroads. I helped evacuate much of the staff and students. They're at Gabriel's camp for now, but we'll have to find a better place for them eventually."

"Definitely," Joselyn said. "How many students were there? It's not like they were around for the rebellion."

"More than you would expect," Gaia said. "The hybrids and their teammates, along with many Bystander-kin. First years especially were eager to leave, since they still weren't used to Crossroads' teachings."

"All young, and I'm sure the Committee wouldn't hesitate to drag them all back in chains." Joselyn scowled. "We have to find a place for them."

Gaia's eyes scanned over the kids below her once more. "I may already have a place in mind. One which will help these girls as well."

Joselyn followed Gaia's gaze, and focused her own eyes on Madoka. "I don't want them to fight anymore, but something tells me at least a few of them won't allow that. What do you have in mind?"

"Correct me if I'm wrong, but if a Magical Girl has transformed into a Witch, restoring her with a spell still leaves part of her soul attached to the soul gem. The Magical Girl still risks losing her life."

"Yeah." Joselyn winced. "They killed Flick. Shot her soul gem. She was supposed to be safe after Avalon saved her."

"She's not in danger anymore," Gaia assured her. "Neither are any of them girls who avoided turning into Witches. If Avalon's soul gem breaks, she will be unharmed. And now that the line separating Heretics and Magical Girls has been removed, we can assure the same for other Magical Girls as well."

"You're going somewhere with this," Joselyn noted.

"We need to bring in as many Magical Girls as possible," Gaia said. "If we can, we should recover the Witches too, though I suspect that their number will swiftly diminish in the coming days. We bring them all in, teach them how to use magic. Create a version of Crossroads that doesn't target Alters, and protects the children to a greater extent."

"One of the earlier plans from the rebellion," Joselyn said. "One we never got to implement."

Gaia nodded. "We'll do our best to teach and protect them all. With luck, they'll have powers unlike any others."

Joselyn blinked. "What does that mean?"

"Madoka Kaname's soul gem is unique," Gaia said. "One with more strength than the Edge, that turned into a grief seed, then back into a soul gem again. What if one were to come into contact with a piece of that magic? Heretic, Alter, Magical Girl, restored Witch, Bystander, they would all be affected the same way."

Joselyn's eyes widened. "Are you saying—"

"I am," Gaia said. "I will need the girl's permission, of course, but I believe she will agree.

"With the help of Madoka Kaname herself, we will use her soul gem as our own Heretical Edge."


	33. Epilogue

**Epilogue**

An arrow struck the tree next to her, digging itself into the bark. Electricity spread from the impact, burning part of the tree. Remembering how that had almost been her neck, Yachiyo grimaced.

_I never thought I'd miss Witches._

At first, when the Witch supply diminished, Yachiyo worried many girls in the city would fall to despair. Instead, they had their soul gems 'fixed,' and were spending half their time in some unknown location. It meant less competition, but that didn't stop the fighting.

The woman firing at her was obviously not a Magical Girl. After her arrow missed its mark, she screamed. At first, Yachiyo thought she was enraged over missing her shot, but the force of the scream knocked Yachiyo off her feet.

Flipping in the air, Yachiyo summoned multiple spears and sent them down at her opponent. Rather than dodge, the woman simply turned intangible.

Yachiyo gasped for air after landing on the ground. Finding her breath, she called out to her opponent. "Who are you? Why are you attacking me?"

"Silence, creature!" the woman snapped. "You sold away your humanity, willingly turning yourself into a Stranger. I'll cut you down before you can pray on any innocent people."

Yachiyo had no clue what she was talking about, but it was clear that talking would get her nowhere. She raised her spear, ready to clash once more.

There was no need. A gunshot rang out, and blood spurted from the woman's leg. She crumpled to the forest ground. Immediately, she tried to push herself up, but her leg wouldn't support her. She frowned.

"Who's there?" the woman shouted. "What poison did you inflict me with?"

"None." The stoic voice came from behind Yachiyo. She turned, only to see a raven haired girl younger than her. In her hand was a simple pistol.

"You're not poisoned," the girl said. "But your powers won't work while that bullet is inside you."

The woman's eyes widened in realization. "My detection magic didn't work on you, and your attack got past my defenses. You're one of _them_, aren't you? A Magia."

In response, the girl flipped her hair back with one hand. Yachiyo understood the message she was trying to convey with the action. Complete and total control.

"There is nothing for you here," the girl said. "This is your chance to leave."

Snarling, the woman raised her bow. "Like hell I will! They say magic doesn't work on your kind, but an arrow will puncture your heart all the same."

She never got the chance to release an arrow. While her focus had been on the young girl, someone else had approached behind her. Another girl, also with black hair, but she seemed closer to Yachiyo's age.

Also, there was a knife in her hand, which she plunged into the woman's back. The woman screamed, whirling around while her bow shifted into a sword to slice her attacker apart. However, she was far slower than she had been while chasing Yachiyo, and the girl dodged with ease.

"You had your chance," the newcomer said. "Now, if you don't leave, you'll die. That knife contains a deadly toxin. Your healing should be able to take care of it, but only if you get someone to remove the bullet in time."

"You're _monsters_!" the woman screamed. "Letting Strangers walk among you, giving them the same powers as you? You're worse than any normal Stranger could be."

The younger of the two mysterious girls rolled her eyes. "Do all you traditionalist Heretics spout nonsense?"

"Most don't bother," her companion said. "Fortunately." She with that, she materialized another knife, turning toward Yachiyo.

"We would like to talk," the girl said, "but we should do so somewhere safer. Will you come with us?"

Yachiyo nodded, not trusting herself to respond. From the rumors going around through the city's Magical Girls, these were the people fixing their soul gems and recruiting them. Apparently they even let girls go back and forth between their base and Kamihama. There was still doubt in Yachiyo's mind toward the validity of those claims, but considering these two girls had just saved her, it would be foolish to deny their help.

She stepped to their side, and the older of the two threw her knife down. There was a flash, and when it vanished, she was somewhere else.

The room was simple, they were likely in an abandoned apartment. Even so, despite the bare walls and floor, the table and chair in the room were spotless, so there was at least someone keeping the place clean.

"Please sit. My name is Avalon Sinclaire."

Yachiyo took a seat. "Yachiyo Nanami."

"Homura Akemi," the final girl introduced herself. "I'm a Magical Girl from Mitakihara. Or rather, I was."

"Mitakihara?" Yachiyo asked. "Walpurgisnacht attacked Mitakihara last month."

"It did," Akemi said. "We killed it."

She said it so calmly, as if destroying the legendary Witch was hardly noteworthy.

"Now we're preparing for greater threats," Sinclaire said. "We would like your assistance in the future."

"You're recruiting Magical Girls," Yachiyo said. "Apparently you're fixing their soul gems as well."

Sinclaire nodded. "Do you know . . .?"

"That we turn into Witches?" Yachiyo finished. "I have for a year now. But how confident are you in your methods?"

"They saved me," Avalon said. "They can save you as well."

Yachiyo looked away. "Even so, it might be for the best if you don't bother with me."

Sinclaire went silent following her words, but Akemi narrowed her eyes. She looked over Yachiyo, who couldn't begin to guess what she was thinking behind her emotionless gaze.

"Nanami," Akemi finally said. "No doubt you've noticed the oddities in the world. Magic which you can't understand. Our world has been limited to Magical Girls and Witches, but magic is far more boundless. I once thought our destinies must end in despair, but that is not the case." Her eyes met Yachiyo's. "No matter what our wishes were."

Once again, Yachiyo found herself unable to speak. Somehow, Akemi had seen right through her. Yachiyo's fears had kept her from seeking out those saving Magical Girls on their own, yet they had still found her.

Considering that, would her friends who would seek salvation themselves be waiting for her, should she follow these two? Would Momoko be there? Tsuruno?

_Mifuyu . . ._

"Tell me more," Yachiyo said.

* * *

"Kushiel," the woman spoke, stepping through the final portal to reach the lab. Behind her, another woman, one of Spanish descent, also stepped into the lab.

"Jophiel." Kushiel scowled. "Not only did you come here and disturb me, but you brought that _ape _with you."

"_It seems she still hasn't gotten over the Seraphim's decision." _The voice of her wife came through her head. Though they no longer shared the same body most of the time, they still often communicated mentally.

_She doesn't have to, _Jophiel replied. _We proved our worth as partners to the Seraphim, and they have accepted that we work together. Kushiel may disapprove of a partnership between humans and Seosten, but she knows that disrespecting you would be on the same level as disrespecting me._

"_I hope she tries that," _Elisabet said. _Pushing her down when she knows it's me would be extremely satisfying."_

_I'm sure you will get your chance, _Jophiel assured her. Out loud, she said, "We are here to talk about Sariel's child. The one which escaped from your watch."

"_Sariel_," Kushiel snarled the name, "has continuously worked around her confines to hinder us. With my experiments slowing down, I've kept her in a constant state of unconsciousness. If anything, we should bring in her half-breed spawn."

"You _will not_ touch any of Sariel's children," Elisabet ordered. "Neither the hybrids, nor the young girl with the Magias. Jophiel and I will watch over Earth. The remainder of our forces will continue to quell the rebellions surfacing on our slave planets, along with destroying the weakened Fomorians."

Already, work on Earth had been keeping the pair busy. The Seosten possessing Lemuel had killed him after being ejected, and had requested extra forces to keep the pack under control. Then there was the issue of finding a connection to the Magia base without worrying the gathered force there. Cahethal had offered to send some of the Calendar there, but that might lead to more headaches. Even so, it was their most promising option thus far.

"_You _will not lecture me on the Fomorians!" Kushiel snapped.

"Perhaps," Jophiel commented, "we could instead talk about the work of your daughter and her partner on Earth."

As expected, the words had a great effect on Kushiel's temper. "That _creature_ is no child of mine. "She had her chance to rise above her weakness, but now she is nothing more than a traitor to be dealt with. Both her and the monkey-child she has partnered with."

"Perhaps you should stop underestimating them," Elisabet said. "Though given your previous lack of thinking, that might be too much to expect."

Kushiel drew her sword, prepared to slice her arm with it and transfer the damage to Elisabet. Chances were the gesture was merely a threat, but that didn't stop Elisabet from suddenly appearing in front of her, magic flowing from her hands.

_Well, my love, _Jophiel thought.

_It appears you will get that chance sooner than expected._

* * *

"Are you sure you should come with me, mother?"

The Native American girl who asked the question shifted uneasily on the open field, as she waited for their escorts to arrive. After spending the previous few months hiding her true appearance, leaving it open for all to see left her feeling exposed.

Although, considering her mother shared the same blue hair and eyes as her, their presence together would have confirmed anyone's suspicions regardless.

"From what we can tell, these people will welcome us," Bastet said. "Even then, Grandfather's precautions will let us escape if necessary. For now, I would like to see the two girls who caught my father's interest with my own eyes."

Her father, Aylen's grandfather. The Heretical Edge. While everyone fled from Crossroads, Aylen had gone to the lighthouse where he was held. He sent her to her mothers, but not before telling her of two girls connected to the Committee's network. Normally, they would have lost that power after the death of the one connecting them to the Edge. However, Aylen's grandfather had taken the time to keep them connected.

"The rebellion joined up with them," Aylen said. "This new source of power they have, do you think it will help us save him?"

"We won't know for sure until we see it for ourselves, '' Bastet said. "But I don't want to keep him waiting any longer. "We'll do whatever it takes."

That sentiment, Aylen agreed with.

* * *

They were inside a Witch's labyrinth.

It had taken time to get used to that fact. For so long, being in a labyrinth had meant life or death for Mami. Often, they were dark places, filled to the brim with death.

Not this one, however. Gaia Sinclaire's work with Madoka on fixing her soul gem had gone further than anyone could have expected. Madoka had complete control over her labyrinth, and she could design it however she pleased.

In the end, she had made a paradise. They stood on solid clouds, connected by rainbow bridges. Falling off one of the solid clouds merely meant landing in the soft cloud sea below, on which were islands that connected back to the mainland. If their new home could be called mainland.

At the moment, it was the middle of the day. Not that they had to follow standard laws of time in the labyrinth, but a day and night cycle was familiar, and many preferred it that way. It helped that the sun was artificial, so creatures such as vampires could come out during the day without any worry.

There were multiple branching clouds, with many different purposes, but they all connected to the center cloud. That one contained the tower in which the older students studied, and where the Headmistress and some of the staff lived.

It was that building which Mami made her way to. Inside, she was met with a grand lobby, with signs to direct students and a longue for them to relax in. Most notable was the statue of a hispanic girl in tribal clothing, holding her head high and raising her arms toward the sky.

_Thank you, Pace. We'll never forget you. _With one last look at the statue, Mami stepped into the nearby elevator, having it take her to one of the higher floors.

Finally, she made it to Gaia's office. Knocking on the door, she heard Gaia's voice call for her to enter.

Though she had never seen the office in Crossroads, this was supposedly an exact replication of it. Gaia's desk had been expanded, however, so that more people could sit on the end opposite of the Headmistress. Right now, two people were seated there.

"Kyoko, Carmentae." Mami smiled, stepping beside the desk. "I'm glad you made it back okay."

"Of course we did." Kyoko lounged back in her chair, arms linked behind her head. "What, did ya think we wouldn't be able to handle it out there?"

"Not at all," Mami said. "Still, it's a relief to see you."

"Kyoko and Carmentae were just telling me about how their efforts went," Gaia said. "From the sound of it, Madoka will have to expand the Elementary cloud."

The Elementary cloud was where all the kids too young to fight stayed. They had their own dorms, dining hall, and academy. With the staff teaching them, they would be gently guided into a life of magic. All the ones without parents would still have people they could connect with.

"There were some real pieces of shit out there," Carmentae growled. "It feels like half the kids we saved would have been killed by their parents eventually. Especially some of the Alter children."

"Then it is a great thing you two were there," Gaia said. "Truthfully, helping kids whose lives have been damaged by magic has been a goal of mine for quite a while. I'm thankful that you two accepted my offer to search for them."

Kyoko flushed. "Well, someone has to help all those kids. Who better than two girls who know what they're dealing with?"

"Don't act like you can resist them." Carmentae smirked. "I saw how close you were getting to that Yuma girl."

"Shut up." Somehow, Kyoko's blush deepened. It was a sight Mami wasn't used to.

Gaia's amusement was clear on her face. "Regardless, thank you both. Mami is actually here because she wanted to speak with you about the Magical Girl children."

Kyoko raised an eyebrow. "Yeah? What's up, Mami? Still got girls flocking to you?"

Well now it was Mami's turn to blush. "It's not like that. The Magical Girls closer to our age want someone they can look up to. I just happened to be in the position to be that figure, due to my closeness with Madoka."

"Maybe if you stopped trying to train each one," Carmentae said, "they'd be less obsessed with you."

"That I won't do," Mami said. "This is how I can be useful around here. I finally found a direction, and I'll put everything I have into it."

_And if I'm lucky, I'll never have to fight with the intention of killing again. _After her breakdown, Mami knew she wasn't suited for true combat. Her spirit simply wasn't strong enough. After becoming a Magia through her bond with Madoka's soul gem, she had decided she would go down a different path with these new powers, one far different from her past.

"Your call," Carmentae said. "I'm guessing that has to do with why you're here?"

Mami nodded. "I was hoping you could refer the younger Magical Girls to me. They'll be sure to trust you two, and it will be easier for me to help them."

"That all?" Kyoko asked. "What, you gonna put up flyers in their school too?"

Mami's eyes sparkled. "That would be an excellent idea!"

Kyoko facepalmed. "Whatever. Any idea where Sayaka is?"

"With everyone else," Gaia said. "In Madoka's soul gem chamber."

Kyoko rose from her seat. "I'll swing by. You two coming?" Carmentae was already following her.

"Of course," Mami said, and she fell into step beside her friend.

* * *

"Hey. Why did you leave me as a werewolf? Back when you restored us."

Madoka closed her eyes, considering Sayaka's question. When the answer came to her, she opened them.

The room they were in was dome shaped, made of a soft, pink, fluffy material that they all lied down in. Hanging from the ceiling above them was Madoka's soul gem. She liked to be near it, even if she didn't have to anymore. It helped that she made the room so comfortable for everyone else. Even the door, at the end of the room opposite her soul gem, was a wooden door decorated with stickers. Of course, it only came after dozens of magical layers and other security measures, prepared so that even an army wouldn't be able to reach Madoka's soul gem. Only those magically intune with the room were allowed in, and even then, there were spells which would keep them out if one of them had malicious intent.

Even with the Seosten depowered, taking precautions against possession was never a bad idea.

Realizing she had gotten distracted, Madoka refocused. "I knew how much you wanted to be a hero," Madoka said. "I wanted to make sure you still had that chance." She felt Sayaka's hand squeeze hers. That left both her hands occupied, as Homura was holding the other one. The three of them, alongside Flick and Avalon, were lying on their backs in a circle.

From the other side of Homura, Flick spoke up. "I'm glad Madoka's soul gem worked on you. Alters can't become Heretics, but there's no similar limitation here. We all get the same powers, and are part of the same community. That will go a long way in helping my mom."

"Controlled resistance to all magic, the ability to snuff out other people's magic, being able to easily cast spells, having a personal weapon to summon like all Magical Girls, and apparently the chance to live for hundreds of years," Avalon listed. "Heretics, Alters, Magical Girls, former Witches, and even those who never had powers before get it all. In the end, we're all Magias."

Madoka smiled. Knowing all of this was possible because of her soul gem, and the nature of her wish, gave her a warm feeling. Already, she was seeing lives changed. Like her new friend Iroha, who had managed to cure her sick sister and those two other girls in the hospital. Iroha hadn't even known of magic before one of Gaia's scouts noticed her.

"That doesn't make the adjustment period any easier," Homura said.

Flick sighed. "Yeah. At least no major fights have broken out between anyone yet. I think my mom being such a public figure helps. Unity is her whole thing."

_She did name the school Unity, after all._

"Speaking of which," Flick said, turning to Avalon, who was right next to her. "How are Sands and Scout doing?"

"Better," Avalon said. "Sands still isn't comfortable being around so many Alters, but seeing them and talking to them has helped. I'm just thankful she followed Scout, when Crossroads was evacuating."

Madoka's heart sunk at all the families that might have been broken up by her bringing back memories of the rebellion. Even the Masons themselves. Though the twins were together, their dad had stayed behind.

Her hand shook a little, until Homura gave it a reaffirming squeeze. Madoka smiled at her.

Before anyone could change the topic, the door to the room opened.

"Hey! What's up?" Kyoko called out. She bounced across the room, quite literally thanks to the floor, before shoving herself between Madoka and Sayaka.

"Hey, watch it!" Sayaka protested. Her complaints went ignored, however, and soon Kyoko, Carmentae, and Mami had joined the circle.

"Wait for me!" gasped the girl who had come into the room behind them. She was having more trouble navigating the floor, and ended up partly sinking into it along the way.

Flick giggled and stood up. "Here, sis, grab my hand."

Soon, the two returned, and the circle was complete. All of them lied on their backs, smiling, side by side. From Flick, to Avalon, to Carmentae, to Kyoko, to Sayaka, to Mami, to Madoka, to Homura, then lastly to Tabbris, nestled between Flick and Homura.

The conversation changed, as Sayaka brought up stories from her class. One of the other students, an orc, had challenged one of the Kamihama girls to a cook off. A magical cook off. The results had been explosive.

While her friends laughed and continued exchanging tales, Madoka continued to smile. Next to her, she could hear Homura softly breathing. Turning that way, Madoka saw her eyes were closed. Homura must have fallen asleep.

_Thank you. I know how hard fighting me must have been for you. We'll spend centuries together, I promise. _

Kyoko was now trying to get Sayaka and Mami wrapped up in pranking other Magical Girls with her and Carmentae. The four lightly bickered among themselves, while Flick played peacekeeper. Avalon and Tabbris laughed together at her efforts.

It was, in Madoka's opinion, the most beautiful scene she had ever been a part of.

* * *

The two girls entered the room silently, not wanting to wake the occupants inside. That proved to be pointless, however, when both were awake and sitting on the couch.

"Hi, Mom, Dad," Flick said. "How was it?"

Joselyn smiled. "Gabriel might have a lead on who can help us recover Tabbris' mother. It will take months, and getting her out of wherever the Seosten have her won't be easy, but we'll do it."

Flick felt her heart swell. "You hear that, Tabbris? You'll see your other family. We'll make sure of it. Hope you don't mind being stuck with us weirdos until then."

Lincoln chuckled. "We're certainly not going to let you go, even after we save Sariel."

Tabbris shook her head. "I don't want you to. You're my family. I love you guys."

"Awww, bring it in, you three," Joselyn stood and held her arms out. No one was about to deny her request for a family hug.

A few seconds later, Flick found herself in three pairs of arms, their warmth and protectiveness enveloping her. No words needed to be spoken, because they all knew what the others were thinking.

Their family had been through countless hardships. No doubt, they would face many more. None of that mattered, because finally, they were all together. Nothing would separate them again.

_Our wishes are supposed to come back to haunt us. I suppose mine did, in a way. It's a miracle the four of us are here like this._

No, it was more than a miracle. They were here because they persevered. Because they had never given up on eachother. Because they all loved each other more than anything else.

In the warm embrace of her family, Flick felt closer to them than she ever had.

* * *

**A/N: And that's that. There's a lot more I could include in this epilogue. For instance, Miranda is at Unity, and she and Flick became friends again. There's plenty going on with the Seraphim, and the Heretics are scrambling to deal with this new "threat" that can nullify their power. There's even some fun stuff happening with Tristan on the Meregan planet. Still, I'm going to leave it here, as the story of Flick and the Mitakihara Magical Girls is complete.**

**That said, I might write a series of one-shots as a sequel to this story. That way I can keep writing in this world without fully committing to a new, multi-chapter fic. After the characters earned their ending, I wouldn't want to leave the plot hanging in the air again.**

**With that said, I want to thank everyone who stuck with me this far. This story has been an incredible experience for me. Even though the readership was smaller than my other fanfics, you guys were awesome. Seeing your responses to my posts was a joy, and I am still blown away that this story was my first to receive both fanart AND fanfiction based on it. **_**When Your Mother is Khepri **_**got omakes, but this felt like a step further, and it was a wonderful surprise. Between you guys, and my love for these two settings, this was definitely my favorite story to write. Which might explain why it's my longest thus far at over 80K words. Wow.**

**So what comes next? For Madoka Magica, I want to one day write a post-Rebellion fic, because I feel like none of the ones I've read managed to properly capture the message Rebellion was trying to convey. That said, I need a break from this setting, and there's no guarantee I'll still feel this strongly about my idea as time passes, so I won't be making any promises.**

**As for Heretical Edge, I have many ideas, both for crossovers and original stories. There's one crossover in particular that I can't get out of my head. Will I write it? Will I write one of my other stories? Who knows! I hope those of you in the discord are okay with me rambling about my ideas in the future.**

**Oh, and before you go, please consider checking out the fanfiction inspired by this one, titled **_**Flipping Over the Hourglass. **_**It's only one chapter at the time of writing this, but the author, Blaforan, plans on writing at least one more. The premise of it is that the characters of **_**Wish I Were a Bystander **_**fail to defeat Walpurgisnacht, and Homura resets time once more. This time, Flick is already a Heretic, and has spent a year at Crossroads. Even so, Homura holds out hope that Flick will save her. It's an awesome premise, and I'm very excited to see where it goes.**

**I'll miss this story, but at the same time, I'm glad I got to see it through to the end. Writing **_**Wish I Were a Bystander **_**has certainly shaped me as a writer. Once again, thank you for being on this journey with me!**

**I look forward to the next one. **


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